Northrop Grumman finally lands TRW for $7.8 billion

After months of trying, Northrop Grumman has finally acquired TRW for approximately $7.8 billion, making Northrop the USA’s second largest defence contractor.

Under the terms of the agreement, unanimously approved by the boards of directors of both companies, Northrop Grumman will acquire TRW for $60 per share in common stock, plus the assumption of TRW’s net debt at the time of closing.

After completion of the merger, Northrop Grumman plans to separate TRW’s automotive business, either through a sale or a spin-off of the business to shareholders.

TRW’s previously announced agreement to sell its Aeronautical Systems business to Goodrich Corporation for $1.5 billion will remain unaffected by today’s announcement.

Anatomy of an acquisition:

May 17, 2002, Northrop Grumman extends offer to expire May 31

May 6, 2002, Northrop Grumman clarifies share tender numbers

May 6, 2002, Northrop Grumman Signs Confidentiality Agreement with TRW

May 3, 2002, Northrop Grumman to review its options concerning extension of TRW exchange Offer

May 3, 2002, TRW special meeting of shareholders

May 1, 2002, Northrop Grumman says TRW distorts facts about length of ‘standstill’ provision

May 1, 2002, Second Northrop Grumman letter issued to TRW shareholders regarding upcoming vote; same is issued in press release

May 1, 2002, Northrop Grumman tells TRW shareholders that control share acquisition vote this Friday is critical

April 29, 2002, Northrop Grumman issues letter to TRW shareholders regarding upcoming vote

April 24, 2002, TRW shareholders send strong message that board should open books for Northrop Grumman

April 24, 2002, TRW annual meeting of shareholders

April 22, 2002, Northrop Grumman releases details of TRW’s confidentiality agreement

April 22, 2002, Northrop Grumman responds to TRW’s confidentiality agreement

April 19, 2002, Northrop Grumman responds to District Court ruling on TRW special meeting

April 18, 2002, Northrop Grumman gains ISS endorsement for TRW special meeting

April 17, 2002, Northrop Grumman cautiously optimistic about TRW sharing non-public information

April 15, 2002, Northrop Grumman comments on District Court’s ruling on Ohio’s anti-takeover laws

April 14, 2002, Northrop Grumman increases offer for TRW to $53; amended offer to expire

April 12, 2002, Northrop Grumman offer expires, unless extended.

April 11, 2002, DOJ requests more information on Northrop Grumman’s plan to acquire TRW Inc.

March 31, 2002, Northrop Grumman extends its offer to exchange until April 12, 2002.

March 13, 2002, TRW’s Board of Directors issues a press release rejecting the offer.

March 4, 2002, Northrop Grumman commences the offer to exchange its shares for those of TRW and delivers to TRW the acquiring person statement.

March 3, 2002, TRW notifies Northrop Grumman that it has rejected Northrop Grumman’s offer.

February 21, 2002, Northrop Grumman sends a letter to TRW proposing negotiations.

October, 2001, Northrop Grumman Chairman and CEO, Kent Kresa, has one telephone conversation and one meeting with TRW’s Chairman, President & CEO, David M. Cote, regarding a possible discussion for a combination of the two companies. No discussions were pursued.