Urges Shareholders to Tell Northrop It Should Participate in TRW’s Process To Enhance Shareholder Value
TRW Inc. today
sent the following letter to TRW shareholders urging them to protect the value
of their investment and vote against Northrop Grumman Corporation’s control share acquisition proposal at the Special Meeting of
Shareholders to be held at 8:30 a.m. local time on May 3, 2002 at TRW’s
corporate headquarters, 1900 Richmond Road, Lyndhurst, Ohio:
Your Board Has A Process In Place To Deliver Full Value To TRW Shareholders.
This Process Is Working. On May 3rd, Tell Northrop To Participate In TRW's
Process.
April 29, 2002
Dear Fellow Shareholder:
At TRW's Annual Meeting, you overwhelmingly rejected two of Northrop
Grumman's proposals, and thereby demonstrated your confidence in TRW's
Board of Directors and our strategic plan. On behalf of your Board, we
thank you for your support.
ACTIONS SPEAK LOUDER THAN WORDS - TRW'S BOARD IS DOING ALL THE RIGHT
THINGS TO DELIVER VALUE TO TRW SHAREHOLDERS IN EXCESS OF NORTHROP'S OFFER
We are pursuing two parallel paths that we believe will deliver value to
you in excess of Northrop's inadequate and highly conditional offer:
-- We are moving forward with our value enhancement plan to spin-off
our Automotive business. We are in the best position to
successfully execute this strategy; and
-- We are exploring other strategic alternatives to ensure that
shareholders receive full value for their TRW investment. We have
already entered into confidentiality agreements with several
interested parties. Northrop has been invited to participate in
TRW's process but, to date, has declined to do so.
And we are keeping our eye on the ball when it comes to running our
businesses:
-- First quarter earnings were up 20% over the prior year;
-- We raised our 2002 EPS guidance to $3.55 - $3.60 from $3.30 to
reflect the strength of our businesses and market opportunities;
and
-- We are winning key contracts - we were recently named prime
contractor on the Department of Defense's missile tracking
Space-Based Infrared System Low (SBIRS Low) program.
WE BELIEVE NORTHROP'S OFFER IS INADEQUATE ... AND HIGHLY CONDITIONAL:
-- It is subject to Northrop's completing due diligence to its
satisfaction - there is no commitment that they will actually pay
you $53* per share;
-- It contains no control premium; and
-- It fails to compensate you for the value of the synergies that
Northrop would likely realize if a transaction were consummated.
SUPPORT TRW'S PROCESS TO DELIVER VALUE IN EXCESS OF NORTHROP'S OFFER -
VOTE AGAINST NORTHROP'S PROPOSAL ON THE GOLD PROXY CARD
Send a message to Northrop that YOU believe its offer is both inadequate
and highly conditional and that Northrop should participate in TRW's
process. If Northrop's proposal is approved, it may encourage Northrop to
pursue its acquisition of TRW at its current offer. Northrop's current
offer of $53 per share is inadequate, highly conditional and below TRW's
current market price. In fact, on April 26, 2002, your TRW shares closed
at $54.50. Protect the value of your TRW investment - vote AGAINST
Northrop's control share acquisition proposal at the upcoming Special
Meeting of Shareholders to be held at 8:30 a.m. local time on May 3, 2002
at TRW's corporate headquarters, 1900 Richmond Road, Lyndhurst, Ohio.
If you have already signed and submitted Northrop's blue proxy card, you
can easily revoke that proxy by signing, dating and mailing TRW's GOLD
proxy card TODAY. This may be your last opportunity to vote and every
vote counts - no matter how many shares you own.
On behalf of TRW's Board of Directors, we thank you for your continued
support,
Philip A. Odeen Kenneth W. Freeman
Chairman Lead Director
If you have any questions or need assistance in voting your shares,
please call:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET
10TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL FREE: (866) 649-8030
* Northrop Grumman's Offer to Exchange would provide for each share of
TRW common stock to be exchanged for that number of shares of Northrop
Grumman common stock having a value equal to $53. The exact exchange
ratio would be determined by dividing $53 by the average of the closing
price of Northrop Grumman common stock for the five consecutive trading
days ending immediately prior to the second trading day prior to the
expiration of the Offer to Exchange, but in no event will the exchange
ratio be more than 0.4690 ($53/$113) or less than 0.4309 ($53/$123)
Note: Certain cautionary language relating to the benefits of the value
enhancement plan and any forward-looking statements in this letter are
contained in TRW's April 1, 2002 Proxy Statement relating to the Special
Meeting.
TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.
