Northrop Grumman, TRW both claim shareholder support

At their annual corporate meeting April 24, TRW Inc. shareholders sent a mixed message on the merits of Northrop Grumman Corp.'s acquisition proposal, allowing both companies to claim victory.

"It appears that TRW shareholders have overwhelmingly rejected two proposals submitted by Northrop Grumman Corp., based on the number of proxies submitted to the independent inspector of elections," TRW said in a press release.

TRW is claiming that shareholders rejected Northrop Grumman's proposal that a committee of independent directors evaluate its offer to buy the Cleveland-based company. The shareholders want to decide for themselves whether to exchange TRW shares for Northrop Grumman common stock, according to TRW.

Northrop Grumman, meanwhile, pointed to shareholders approval of a provision that TRW provide access to non-public information to further Northrop's acquisition proposal.

TRW shareholders want Northrop Grumman to begin the due diligence process in connection with its proposed acquisition of TRW, said Kent Kresa, chairman and chief executive officer of Northrop Grumman, in a prepared statement.

"We are prepared to immediately enter discussions with TRW to resolve the outstanding differences concerning an agreement that allows Northrop Grumman to begin due diligence consideration of non-public information as soon as possible," he said.

TRW executives have rejected two offers from Northrop Grumman. The first, tendered Feb. 22, offered $47 per share; the second, announced April 15, raised the offer to $53 per share. After the second rejection, TRW announced it would consider alternative suitors.

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