Northrop Grumman
Corporation and TRW Inc. today announced a special
meeting date of Dec. 11, 2002, for their respective shareholders to vote on
the companies’ proposed merger.
“We remain confident that this transaction provides tremendous value to
both companies’ shareholders, employees and customers,” said Kent Kresa,
Northrop Grumman chairman and chief executive officer. Philip A. Odeen,
chairman of TRW, said, “The combined company’s technology and talent will
create a powerful and highly competitive enterprise with excellent growth
prospects.” Kresa and Odeen added that they look forward to completing the
transaction by year-end.
TRW’s special meeting of shareholders is scheduled for 8:30 a.m. EST at
TRW’s executive offices, 1900 Richmond Road, Lyndhurst, Ohio. TRW
shareholders of record as of the close of business on Nov. 4, 2002, will be
entitled to vote at the meeting.
Northrop Grumman’s special meeting of shareholders is scheduled for
9 a.m. PST at the Fairmont Miramar Hotel, 101 Wilshire Blvd., Santa Monica,
California. Northrop Grumman shareholders will be asked to vote on the
issuance of shares of Northrop Grumman common stock in accordance with the
exchange ratio, as well as on the proposed merger with TRW. Northrop Grumman
shareholders of record as of the close of business Nov. 4, 2002, will be
entitled to vote at the meeting.
On July 1, 2002, Northrop Grumman and TRW Inc. announced that they had
entered into a definitive merger agreement. The transaction has received
approval in Europe by the European Commission and regulatory approval is
pending in the United States. The companies expect to complete the
transaction in Dec. 2002.
Northrop Grumman Corporation is a $17 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
approximately 96,000 employees and operations in 44 states and 25 countries,
Northrop Grumman serves U.S. and international military, government and
commercial customers.
TRW provides advanced-technology products and services for the automotive,
space & electronics, and systems markets. The company’s news releases are
available through TRW’s corporate Web site www.trw.com.
Northrop Grumman Corporation filed a registration statement on Form S-4
(File No. 333-83672) with the Securities and Exchange Commission on March 4,
2002 that has been amended to include a joint proxy statement/prospectus
relating to the proposed merger of Northrop Grumman and TRW Inc. The
directors, certain executive officers and other employees and representatives
of Northrop Grumman and TRW Inc. may be deemed to be participants in the
solicitation of proxies for the shareholders meeting relating to the proposed
merger. The joint proxy statement/prospectus contains important information
regarding such potential participants and other important matters which should
be read by Northrop Grumman and TRW shareholders before making any decisions
regarding the merger. Copies of joint proxy statement/prospectus, and any
amendments or supplements thereto, may be obtained without charge at the SEC’s
website at www.sec.gov as they become available.