TRW shareholders reject Northrop offer

Initial indications are that shareholders have rejected Northrop Grumman's proposed acquisition of TRW for $53 per share, plus assumption of $5.5 billion in debt. "TRW shareholders have spoken and their message is clear ? they support the TRW board and the actions it is taking to enhance shareholder value," said Philip Odeen, TRW chairman.

TRW Inc. announced May 3 that initial indications are that shareholders have rejected Northrop Grumman's proposed acquisition of TRW for $53 per share, plus assumption of $5.5 billion in debt.

The board of directors of Cleveland-based TRW had already twice rejected Northrop's offer before the May 3 vote.

The official outcome of the vote will not be known for some time. Proxy cards returned to TRW have been turned over to the independent inspector of election, while tabulation of the vote at the special meeting held May 3 has not been completed, the company said.

Nevertheless, Philip Odeen, chairman of TRW, is declaring victory. "TRW shareholders have spoken and their message is clear ? they support the TRW board and the actions it is taking to enhance shareholder value," he said.

Northrop Grumman is mulling its options. "We do not expect to know the final outcome of the vote ... for several weeks," said Northrop Grumman spokesman Randy Belote. "As our exchange offer is scheduled to expire at midnight [May 3], we will review our options over the weekend and make an announcement [May 6 about our course of action] before the market opens."

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