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Northrop to Pitch Its Takeover Bid

March 19, 2002

LOS ANGELES (AP) _ Defense contractor Northrop Grumman Corp. detailed two proposals Monday it plans to take to TRW Inc.’s shareholder meeting in April urging TRW’s board to reconsider its $5.9 billion takeover offer.

The resolutions call for TRW to set up a committee of independent directors to consider Northrop’s $47-a-share unsolicited bid and to give Northrop access to key financial information.

Northrop said in its filing with the Securities and Exchange Commission Monday that it’s willing to engage in discussions with TRW ``including evaluating a potential increase in the proposed consideration if TRW provides non-public information which warrants such an increase.″

TRW, a major defense manufacturer based in Cleveland, rejected Northrop’s offer last week and announced its own plans to boost shareholder value, including spinning off its automotive parts unit within nine months.

Northrop’s bid ``does not begin to recognize the value of TRW’s franchise,″ TRW chairman Phillip Odeen told investors last week.

Analysts said TRW’s proposal makes the company more valuable and that Northrop Grumman will have to raise its offer. Andrew Casey, an analyst for Prudential Securities, put the value of TRW’s plan at $52 per share.

Northrop, which owns a handful of TRW shares, plans to present its proposals at TRW’s annual general meeting on April 24.

In trading Monday on the New York Stock Exchange, TRW shares rose 53 cents to close at $51.37 a share, while Northrop shares fell 40 cents to $108.75.


On the Net:

Northrop: http://www.northgrum.com

TRW: http://www.trw.com

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