Transactions
Aug. 6, 2002
Northrop's TRW Takeover Appears to Be on Course
Led by Andrew Bogen, a partner at Los Angeles' Gibson, Dunn & Crutcher, Northrop Grumman appears it will finally succeed in its takeover of TRW Inc. The merger deal, approved by TRW management but still awaiting shareholder approval, has Northrop Grumman paying $60 per share and assuming $5 billion in debt.
Led by Andrew Bogen, a partner at Los Angeles' Gibson, Dunn & Crutcher, Northrop Grumman appears it will finally succeed in its takeover of TRW Inc. The merger deal, approved by TRW management but still awaiting shareholder approval, has Northrop Grumman paying $60 per share and assuming $5 billion in debt.
In all, the deal is worth $12.8 billion.
The July 1 announcement comes after TRW management and shareholders declined two earlier offers by Northrop Grumman at $47 and $53 per share, respectively. Northrop Grumman first announced its proposed hostile takeover of Cleveland's TRW, which makes defense satellites and computer systems, in February.
"I'm sure raising the price to $60 had something to do with it," Bogen says of TRW's reluctance to merge until now.
Although the shareholders of both companies have not voted on the merger, Bogen is confident that they will approve the deal because of the offered price and because TRW's board of directors has agreed to the merger.
Bogen expects that the shareholder meetings will occur in late September or early October.
If consummated, the TRW acquisition will make Northrop Grumman the second largest defense contractor in the United States behind Lockheed Martin Corp.
Peter Atkins of Skadden, Arps, Slate, Meagher & Flom in New York is the lead attorney for TRW in the merger talks.
Stefanie Knapp
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