graphic
graphic  
graphic
News > Deals  
graphic
TRW spurning Northrop again
Manufacturing conglomerate shops itself while telling shareholders to reject Northrop Grumman bid.
April 29, 2002: 3:18 PM EDT

NEW YORK (CNN/Money) - TRW Inc. urged its shareholders Monday to vote against Northrop Grumman Corp.'s latest hostile bid, this one worth $6.7 billion, at a May shareholder meeting while the defense and auto parts maker shops itself to other parties.

TRW shareholders will have a chance on Friday to allow Northrop to acquire more than 20 percent of the company. In Ohio, companies are prevented by statute from buying more than 20 percent of a target unless shareholders allow it, TRW spokesman Jay McCaffrey said.

graphic
graphic graphic
graphic
"If Northrop's proposal is approved, it may encourage Northrop to pursue its acquisition of TRW at its current offer," TRW said in a letter to shareholders Monday.

Northrop's current proposal, offering $53 a share for TRW, is inadequate, highly conditional and below TRW's current market prices, the company said. Shares of TRW (TRW: Research, Estimates) are currently trading above $54, while Northrop's (NOC: Research, Estimates) stock rose marginally in afternoon trading.

Cleveland-based TRW has already rejected Northrop's offer twice before. Los Angeles-based Northrop, a defense contractor, initially offered $47 a share, or $5.9 billion, in February for TRW. After that effort was rebuffed, Northrop then raised its offer to $53 a share, or $6.7 billion, in April.

On Friday, TRW said it had entered into confidentiality agreements with several interested parties. Northrop was invited to participate in the process but has so far declined to take part, TRW said Monday.

Northrop has said it would not sign a confidentiality agreement, which would give it access to TRW's books, because of onerous restrictions contained in the contract, including a standstill clause. Such a condition would prevent an interested buyer from pursuing a hostile bid should the target choose another suitor.

TRW is a manufacturing conglomerate whose products include auto parts and equipment for airplanes and spacecraft. A TRW purchase would fill a major hole in Northrop's portfolio, since Northrop lacks exposure to missile defense and military space.

TRW has said that it is in the process of selling its aeronautics business, which is valued at about $1 billion.  Top of page






  graphic

Most stock quote data provided by BATS. Market indices are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer. Morningstar: © 2018 Morningstar, Inc. All Rights Reserved. Factset: FactSet Research Systems Inc. 2018. All rights reserved. Chicago Mercantile Association: Certain market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. Dow Jones: The Dow Jones branded indices are proprietary to and are calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC and CNN. Standard & Poor's and S&P are registered trademarks of Standard & Poor's Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 and/or its affiliates.

Most stock quote data provided by BATS. Market indices are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer. Morningstar: © 2018 Morningstar, Inc. All Rights Reserved. Factset: FactSet Research Systems Inc. 2018. All rights reserved. Chicago Mercantile Association: Certain market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. Dow Jones: The Dow Jones branded indices are proprietary to and are calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC and CNN. Standard & Poor's and S&P are registered trademarks of Standard & Poor's Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 and/or its affiliates.