Northrop Grumman Cautiously Optimistic About TRW Sharing Non-Public Information

SPACEMART

Northrop Grumman Optimistic TRW Will Share Non-Public Info

laser sharp determination

Los Angeles - April 17, 2002
Northrop Grumman has expressed cautious optimism that it will be able to promptly begin a review of non-public information concerning TRW Inc., following TRW's announcement that "TRW would anticipate sharing non-public information with interested parties."

Kent Kresa, chairman and chief executive officer of Northrop Grumman, said, "We have been asking for the opportunity to conduct a normal due diligence review of TRW since February, when we first proposed an acquisition.

It's no coincidence that this was announced on the eve of the April 22 vote of TRW shareholders on whether the Northrop Grumman offer may proceed under Ohio law. The big question now is whether TRW will seek to impose unreasonable conditions, such as a halt to the pending exchange offer, on Northrop Grumman's access to the non-public information." Yesterday, Kresa pointed out, TRW asked Northrop Grumman to agree to a delay of the TRW shareholders meeting, but Northrop Grumman has declined.

"The only thing which has brought TRW even this far," Kresa stated, "is the pressure of the pending shareholder vote. If shareholders wish to see meaningful negotiations between Northrop Grumman and TRW, they should keep up that pressure by voting for the control share acquisition proposal at the Special Meeting on April 22 and for the Northrop Grumman proposals at the Annual Meeting of TRW shareholders on April 24."

Neither of those votes commit TRW's shareholders to accept any offer, but they will help to give real life to a negotiating process between the two companies. At the end of that process, shareholders will have the opportunity to decide for themselves if they wish to accept Northrop Grumman's exchange offer, or any transaction which TRW management may approve.

"But, this will only be the case if the control share acquisition proposal is approved on April 22, and if Northrop Grumman is afforded a meaningful due diligence opportunity. Otherwise, as we have repeatedly said, Northrop Grumman will have no choice but to drop this transaction and go on to other things."

Mr. Kresa added that Northrop Grumman was not surprised by TRW's rejection of the $53 value offered by Northrop Grumman last Monday. "Even if they are prepared to begin a true negotiating process, we would not expect them to publicly accept the offer we have made," Kresa said. "The real question is whether TRW is truly prepared to begin a meaningful process."

SPACEMART

TRW Offer Boosted And Rejected

Los Angeles (AFP) Mar 26, 2002
Northrop Grumman, the defense giant engaged in a hostile bid for TRW, said Tuesday it was prepared to boost its six billion dollar bid if TRW could show that a higher bid "is warranted." But TRW rejected the approach, calling it "nothing new."

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