Northrop Grumman Corporation today announced that it continues to anticipate a fourth quarter 2002 closing of its proposed acquisition of TRW Inc. A 30-day waiting period related to a Second Request for Information under the Hart-Scott-Rodino Anti- Trust Improvements Act of 1976 expired at midnight Oct. 15. The Justice Department, however, continues to review the proposed transaction.
Northrop Grumman has agreed with the Justice Department not to close the proposed acquisition without providing the Department with proper notice.
Such notice will be given no sooner than 10 business days prior to the earlier of Northrop Grumman's or TRW's shareholders' meeting regarding the acquisition. According to the company, the agreement is not unusual, and allows the Department of Justice sufficient time to conclude an orderly review of the transaction.
Northrop Grumman and TRW jointly announced July 1 that they had entered into a definitive merger agreement. Under the terms of the agreement, Northrop Grumman will acquire TRW for $60 per share in common stock in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing.
The exact exchange ratio will be determined by dividing $60 by the average of the reported closing sale prices per share of Northrop Grumman common stock on the New York Stock Exchange for the five consecutive trading days ending on and including the second trading day prior to the closing of the merger. The exchange ratio will not be less than 0.4348 or more than 0.5357 of a Northrop Grumman share.
