TRW Signs Confidentiality Agreement Northrop To Explore Deals

SPACEMART

together we can build a bigger one

Cleveland (AFP) May 6, 2002
TRW said Monday it had signed a confidentiality agreement with defense giant Northrop Grumman as part of its review of strategic alternatives that could involve a merger.

The move came in the wake of Friday's move by TRW shareholders to block a 6.7 billion dollar hostile bid for the Ohio firm by Northrop.

TRW, an aerospace and auto parts manufacturer coveted for its anti-missile laser defense technology, contended that the Northrop offer was too low.

But Northrop said it could not discuss boosting its bid without a closer look at private financial information of TRW. Monday's deal, the terms of which were not disclosed, will give Northrop Grumman some of that information.

"We are pleased that we have reached a mutually acceptable agreement with Northrop and that it has chosen to participate in the process our Board has established to deliver to TRW shareholders the value they deserve," TRW chairman Philip Odeen said.

In its own statement, Northrop Grumman said it expects to commence its "due diligence" process shortly and has extended its TRW shares until May 17.

The two companies have been locked in a bitter and highly public battle since Northrop launched its takeover bid in February in a move that would make it the second largest US military contractor behind Lockheed Martin Corp.

TRW shareholders Friday effectively blocked the hostile bid by refusing to allow Northrop to buy more than 20 percent of TRW shares -- a unique provision of Ohio law that prevents such takeovers without shareholder approval.

The latest move suggested the firms may be discussing a friendly merger, although TRW has said it is talking to other parties as well.

TRW said it is continuing to explore other moves to boost shareholder value -- including the spinning off of its big auto parts business or other parts of the company.

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SPACEMART

TRW Tries To Outflank Northrop As Hostile Bid Faces Test

New York (AFP) May 2, 2002
TRW was scrambling to shore up its defense against against a hostile offer by Northrop Grumman that would create a powerhouse military contractor ahead of a key test Friday at a shareholder meeting. In the latest volley, Cleveland, Ohio-based TRW said Wednesday that Northrop was using "misstatements" in an effort to sway TRW shareholders to keep its 6.7 billion-dollar offer alive.

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