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Northrop Grumman To Acquire TRW

Compiled By Jill Jusko Northrop Grumman Corp. will acquire TRW Inc., Cleveland, for $60 per share in common stock in a transaction valued at approximately $7.8 billion and the assumption of TRW's net debt at the time of closing, the companies jointly announced July 1. Both boards of directors unanimously approved the acquisition of TRW. After completion of the merger, Los Angeles-based Northrop Grumman plans to either sell TRW's automotive business or spin it off to shareholders, the company said. A previously announced agreement to sell TRW's aeronautical systems business to Goodrich Corp. is unaffected by the Northrop Grumman acquisition announcement. The acquisition will position Northrop Grumman as the nation's second largest defense contractor with projected annual revenues of more than $26 billion and approximately 123,000 employees. Following the close of the transaction, TRW's defense business will initially operate as a separate Northrop Grumman sector, reporting to the office of the chairman, Northrop Grumman said. The company said it foresees little change in employment levels in the defense business as a result of this transaction. The transaction is subject to the approval of shareholders of both companies and government regulatory approval both in the U.S. and Europe. The companies expect to complete the transaction in the fourth quarter of 2002.

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