FILING PURSUANT TO RULE 425 OF THE
SECURITIES ACT OF 1933, AS AMENDED
FILER: NORTHROP GRUMMAN CORPORATION
SUBJECT COMPANY: TRW NC. NO. 1-2384
FILING: REGISTRATION STATEMENT ON
FORM S-4 (REGISTRATION NO.
333-83672)
NEWS
NORTHROP GRUMMAN
Northrop Grumman Corporation
Public Information
1840 Century Park East
Los Angeles, California
90067-2199
Telephone 310-553-62
Fax 310-556-4561
Contact: Frank Moore (Media) (310) 201-3335
Gaston Kent (Investors) (310) 201-3423
For Immediate Release
NORTHROP GRUMMAN REMAINS FULLY COMMITTED
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TO ITS EXCHANGE OFFER FOR TRW
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Northrop Grumman Encourages TRW's Board To Act in the Best Interests of TRW
Shareholders
LOS ANGELES -- March 13, 2002 -- Northrop Grumman Corporation (NYSE: NOC)
issued the following statement in response to TRW's (NYSE: TRW) announcement
earlier today:
"Northrop Grumman remains fully committed to its previously announced
exchange offer to acquire TRW. If TRW's board and management want to maximize
shareholder value, as they stated in today's release, then we would encourage
them to sit down with us immediately to begin the process of negotiating a
transaction that is in the best interests of the shareholders of both our
companies," said Kent Kresa, chairman and chief executive officer. "While we
continue to believe that our offer represents full and fair value based on
analysis of the available public data, TRW continues to hold us at arm's length
and deny us access to information that could support its claim that an offer of
greater value is warranted.
"Furthermore, we believe that TRW and its shareholders should recognize
that our offer has a higher degree of certainty, can be rapidly completed and
poses far less risk than any of the alternatives suggested in its announcement
today. TRW promises to explore a variety of contingent actions, which may lead
to the separation of its
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NORTHROP GRUMMAN REMAINS FULLY COMMITTED
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TO ITS EXCHANGE OFFER FOR TRW
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automotive and aerospace businesses while arguing that its shareholders should
hold out hope that these potential actions can deliver value. In contrast,
Northrop's proposal represents a single, coherent, well-defined transaction that
will provide excellent value immediately while also providing TRW shareholders
the opportunity to participate in the exciting future growth potential of
Northrop Grumman.
"As to any conditions attached to our offer, it should be clear that only
TRW's board has the ability to create near-term value by removing the principal
conditions through immediately entering into good faith negotiations and
allowing Northrop Grumman to conduct its due diligence. Not doing so only serves
to hinder the realization of value for TRW shareholders.
"A Northrop Grumman/TRW combination makes eminent strategic sense and will
bring together our two companies' complementary defense capabilities," said
Kresa. "Over the years, we are very proud of the fact that we have built a major
tier-one defense company. This has been accomplished by first identifying and
then successfully integrating new businesses into the Northrop Grumman family.
We have also consistently delivered shareholder value not only to our
shareholders but to the shareholders of these acquired companies," concluded
Kresa.
Background of Offer
-------------------
On Feb. 22, 2002, Northrop Grumman announced a proposal to combine with TRW
in a transaction that would deliver $47 in value of Northrop Grumman common
stock for each share of TRW. Promptly following the close of the transaction,
Northrop Grumman would expect to separate TRW's automotive business. On March 3,
2002, Northrop Grumman announced that it was commencing an exchange offer for
all outstanding shares of common stock and preference stock of TRW Inc., in
order to take
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NORTHROP GRUMMAN REMAINS FULLY COMMITTED
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TO ITS EXCHANGE OFFER FOR TRW
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its offer directly to TRW shareholders, and that it was filing a lawsuit in Ohio
challenging elements of the state's anti-takeover laws.
TRW, which provides advanced-technology products and services for the
aerospace, information systems and automotive markets worldwide, reported
year-end 2001 sales of $16.4 billion.
Northrop Grumman Corporation is an $18 billion, global defense company with
its worldwide headquarters in Los Angeles. Northrop Grumman provides
technologically advanced, innovative products, services and solutions in defense
and commercial electronics, systems integration, information technology and
nuclear and non-nuclear shipbuilding and systems. With nearly 100,000 employees
and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
Note: Certain statements and assumptions in this release contain or are based on
"forward-looking" information and involve risks and uncertainties. Such
statements are subject to numerous assumptions and uncertainties, many of which
are outside the company's control. These include negotiation and completion of a
formal transaction agreement, governmental regulatory processes, the company's
ability to successfully integrate the operations of TRW, achieve a successful
transaction or other resolution with respect to the TRW automotive sector,
assumptions with respect to future revenues, expected program performance and
cash flows, the outcome of contingencies including litigation, environmental
remediation, divestitures of businesses, and anticipated costs of capital
investments. The company's operations are subject to various additional risks
and uncertainties resulting from its position as a supplier, either directly or
as subcontractor or team member, to the U.S. Government and its agencies as well
as to foreign governments and agencies; actual outcomes are dependent upon
factors, including, without limitation, the company's successful performance of
internal plans; government customers' budgetary restraints; customer changes in
short-range and long-range plans; domestic and international competition in both
the defense and commercial areas; product performance; continued development and
acceptance of new products; performance issues with key suppliers and
subcontractors; government import and export policies; acquisition or
termination of government contracts; the outcome of political and legal
processes; legal, financial, and governmental risks related to international
transactions and global needs for military aircraft, military and civilian
electronic systems and support and information technology; as well as other
economic, political and technological risks and uncertainties and other risk
factors set out in the company's filings from time to time with the Securities
and Exchange Commission, including, without limitation, the company's reports on
Form 10-K and Form 10-Q.
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NORTHROP GRUMMAN REMAINS FULLY COMMITTED
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TO ITS EXCHANGE OFFER FOR TRW
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THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF TRW INC. THE EXCHANGE OFFER DOCUMENTS (INCLUDING THE
PROSPECTUS, THE RELATED LETTERS OF TRANSMITTAL AND OTHER EXCHANGE OFFER
DOCUMENTS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AS WELL AS ANY
RELATED PROXY MATERIALS FILED BY NORTHROP GRUMMAN WITH THE SEC CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE EXCHANGE OFFER OR THE VOTING OF TRW SHARES. THESE EXCHANGE OFFER
DOCUMENTS AND ANY RELATED PROXY MATERIALS WILL BE MADE AVAILABLE AT NO CHARGE TO
ALL TRW STOCKHOLDERS. THESE EXCHANGE OFFER DOCUMENTS AND ANY RELATED PROXY
MATERIALS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV.
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