TRW Board Pronounces Northrop Grumman Offer 'Inadequate'

Compiled By Jill Jusko TRW Inc.'s board of directors is urging shareholders to reject Northrop Grumman's $47 exchange offer for outstanding shares of TRW's common stock as "financially inadequate," the Cleveland-based manufacturer reported March 13. In making its statement, the board said Northrop Grumman's offer "grossly undervalues" TRW's businesses and opportunities; is highly conditional, raising uncertainty that the offer would be consummated; and remains below the current market price of TRW common stock. TRW's closing stock price was $50.28 per share on March 12, 2002. "As we indicated when we rejected Northrop Grumman's earlier proposal, this is all about shareholder value," says TRW Chairman Philip A. Odeen. In an effort to enhance TRW shareholder value, the board says it plans to accelerate its debt-reduction plan and spin off its automotive business. The spinoff is targeted for completion in six to nine months. In a matter the company says is unrelated to Northrop Grumman's unsolicited exchange offer, the TRW board also announced that it does not endorse an unsolicited "mini tender" offer by TRC Capital Corp., Toronto, to purchase up to 3.4% (4.25 million shares) of its total common shares outstanding at $50 per share in cash.

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