NEW YORK (CNN/Money) -
TRW Inc.'s board of directors, which already was on record as opposed to Northrop Grumman's unsolicited offer for the company, recommended Monday that shareholders vote against two shareholder proposals as well.
Northrop Grumman is seeking TRW shareholders' support to gain access to TRW's confidential business data and for the creation of a committee of independent TRW directors to evaluate Northrop's proposal and any other merger or acquisition proposals.
"We believe that Northrop Grumman's proposals are both unnecessary and self-serving and are part of their ongoing effort to force TRW shareholders to accept its below-market $47 per share offer," TRW Chairman Philip Odeen said. "In light of this, providing confidential, business-sensitive information to Northrop Grumman simply makes no sense."
Odeen's said since 11 of 13 board members are outside directors, an independent committee is not needed to examine the Northrop offer.
Representatives of Los Angeles-based Northrop were not immediately available for comment. The company's proxy solicitation said access to non-public information is necessary for it to consider whether to increase its offer.
Northrop made a$5.9 billion offer for TRW last month at $47 a share. Shares of TRW (TRW: Research, Estimates) closed at $51.45, up 54 cents, Friday, while shares of Northrop Grumman lost 8 cents to $109.12.
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The TRW board formally rejected the Northrop bid March 13, but said it was looking at possibly spinning off or selling its auto parts unit as part of a plan to reduce debt and increase share price.
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