TRW Digs In Its Defenses Over Northrop Grumman Bid

SPACEMART

the chips are far from down at TRW

late update
Northrop Grumman Responds To TRW's Confidentiality Agreement
Los Angeles - Apr 22, 2002 - Northrop Grumman Corporation announced today that it received a confidentiality agreement from TRW Inc. on April 18 and released the following statement in response. "Northrop Grumman wants to achieve a negotiated transaction with TRW. This is not possible unless we are able to conduct an effective due diligence. The proposed confidentiality agreement contains so-called 'standstill' and other provisions having nothing to do with confidentiality. These onerous restrictions do not serve the interests of achieving effective negotiations between Northrop Grumman and TRW and, as a result, do not serve the interests of TRW shareholders. "Northrop Grumman urges the TRW shareholders to send the message that they expect the TRW board of directors to follow through on what it said it would do."

New York (AFP) Apr 17, 2002
TRW dug in its defenses Wednesday against a hostile offer by Northrop Grumman, saying that a sweetened 6.7 billion-dollar offer was still "financially inadequate."

The announcement was the latest in a series of refusals by TRW, an aerospace and auto parts manufacturer, aimed at fending off a hostile bid by Northrop that would create the largest US defense contractor.

Northrop Grumman recently boosted its offer to 53 dollars per share, up from the 47 dollars offered earlier, and accused TRW's board of directors of ignoring the interests of shareholders in rejecting a merger.

But TRW said it decided on the latest bid "after careful consideration, including consultation with independent financial and legal advisers."

The bid "is financially inadequate and not in the best interests of TRW's shareholders," TRW said in a statement. "Accordingly, the Board of Directors strongly recommends that TRW shareholders reject Northrop's offer and not tender their shares for exchange."

TRW said Northrop's revised offer "continues to undervalue TRW's businesses and its opportunities" and claimed its own strategic plan to accelerate debt reduction and separate its automotive and defense businesses could deliver more value than the Northrop bid.

TRW Postpones Special Shareholder Meeting To May 3
Cleveland (AFP) Apr 19, 2002 - TRW announced Friday it had postponed a special meeting of shareholders to consider a hostile takeover bid by Northrop Grumman Corp from April 22 to May 3, after getting court permission.
"We are gratified that the Court recognizes that this brief postponement is necessary to allow sufficient time for our shareholders to receive and review the material information regarding Northrop's revised, highly conditional offer and our Board's recommendation," TRW chairman Philip Odeen said in a statement.
"TRW continues to urge shareholders to reject Northrop's financially inadequate offer and to vote against Northrop's proposals at the upcoming shareholder meetings," he added.
Northrop chairman and chief executive officer Kent Kresa said that company would not challenge the delay in a statement.
Northrop revised its offer for TRW, an aerospace and automotive parts manufacturer upward from 47 to 53 dollars late Sunday.
"We view this revised offer as recognition on Northrop's part that their earlier offer was grossly inadequate," noted TRW's chairman, Philip Odeen.

TRW shares jumped 2.8 percent to 53.85 dollars at the close of trade Wednesday.

TRW separately reported a 20 percent increase in first-quarter operating earnings per share and increased its guidance for full year 2002, crediting both the strengthening US economy and the company's restructuring actions and improved productivity.

"The company is moving quickly to improve its results to help fight off unwanted merger advances from Northrop Grumman," said Morningstar analyst Josh Peters.

TRW net earnings for the first quarter were 91 million dollars, or 71 cents per share -- a 17 percent increase from the same quarter of 2001.

Northrop Grumman itself reported first-quarter net income of 149 million dollars, or 1.27 per share, compared with 132 million, or 1.81 per share, for the same period of 2001.

The comparable per-share decline reflects a decrease in pension income and increases in interest expense and in the number of shares outstanding.

"We are excited about our proposed acquisition of TRW. Its space and satellite business perfectly complements our defense capabilities," said chairman and chief executive Kent Kresa.

"Based on our demonstrated ability to successfully integrate acquired companies, we expect a completed transaction will lead to enhanced value for our shareholders."

Although it rejected the Northrop bid again, TRW said it was exploring "all strategic alternatives" and was willing to share some confidential information with those interested in acquiring some parts of TRW.

Northrop, which has so far been turned away from such requests, would be able to participate in this process "on the same basis as other parties," based on confidentiality agreements.

In response to this, Northrop Grumman said it is optimistic it will be able to promptly begin a review of non-public information concerning TRW.

Kresa 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."

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SPACEMART

DOJ Wants More Data On Northrop Grumman's Plan To Buy TRW

Los Angeles - Apr 11, 2002
Northrop Grumman Corporation announced that it intends to comply promptly with a request received late yesterday from the U.S. Department of Justice for additional information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding its proposed acquisition of TRW Inc.

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