Auto Service World
News   April 2, 2002   by Auto Service World

Northrup Grumman Offer for TRW Inadequate, says TRW Board

Only 2% of the outstanding TRW shares have been tendered under Northrup Grumman’s takeover offer, which the TRW Inc. board says is clear evidence that it is inadequate.
In response to Northrop Grumman’s $47 U.S. per share exchange offer results, Philip A. Odeen, TRW’s chairman, said, “Our board has consistently maintained that Northrop Grumman’s offer is financially inadequate and not in the best interest of shareholders. With less than 2% of shares tendered for exchange into Northrop Grumman’s offer, clearly, TRW shareholders agree. TRW is a great company with a bright future, and our board has determined that Northrop Grumman’s offer grossly undervalues our businesses and opportunities.
“As we have stated, this is all about shareholder value, and we believe that our strategic plan to accelerate our debt reduction program and separate our Automotive business will deliver greater value to TRW shareholders than Northrop Grumman’s offer.”
According to Northrop Grumman’s announcement on the offer’s results, only 2.1 million shares of the approximate 126.6 million outstanding shares of TRW common stock were tendered for exchange.
Northrop Grumman also announced that it has extended its exchange offer to April 12, 2002.
Northrop Grumman’s Offer to Exchange would provide for each share of TRW common stock to be exchanged for that number of shares of Northrop Grumman common stock having a value equal to $47. The exact exchange ratio would be determined by dividing $47 by the average of the closing price of Northrop Grumman common stock for the five consecutive trading days ending immediately prior to the second trading day prior to the expiration of the Offer to Exchange, but in no event will the exchange ratio be greater than 0.4563 ($47/$103) or less than 0.4159 ($47/$113).
Northrup Grumman had previously announced that it was interested in the aerospace component of the business and would sever the automotive holding upon completion of the intended acquisition.

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