Filed by: Northrop Grumman Corporation (formerly NNG, Inc.) and
Northrop Grumman Systems Corporation (formerly Northrop Grumman Corporation)
Pursuant to Rule 425 Under the
Securities Act of 1993
Subject Company: Litton Industries, Inc.
Commission File No: 333-54800
[LETTERHEAD OF NORTHROP GRUMMAN CORPORATION]
NEWS
Northrop Grumman
Contact: Jim Taft
(310) 201-3335
For Immediate Release
NORTHROP GRUMMAN COMPLETES
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TENDER OFFER FOR LITTON INDUSTRIES INC.
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Acquisition Creates $15 Billion Top-Tier Global Defense Enterprise
LOS ANGELES -- April 3, 2001 -- Northrop Grumman Corporation (NYSE: NOC)
announced today that it has completed the purchase of all tendered shares of
Litton Industries Inc. common and Series B preferred stock, after receiving all
required U.S. and international governmental and regulatory approvals.
"Today marks an exciting new chapter in Northrop Grumman's 60-year
history," said Kent Kresa, Northrop Grumman's chairman, president and chief
executive officer. "The Litton acquisition creates a $15 billion, top-tier
global defense enterprise with 80,000 employees worldwide. Without question,
the global military environment has changed. So, too, has Northrop Grumman,"
Mr. Kresa added. "With Litton, we have solidified our position in major growth
segments of the 21st century defense marketplace."
Mr. Kresa said Litton is a superb strategic fit that offers tremendous
synergies with existing Northrop Grumman businesses. "Together, we form an
extraordinary team of men and women who share a proud history of achievement and
the promise of future accomplishments," he noted.
"Litton elevates Northrop Grumman to a defense electronics powerhouse and
one of the largest providers of information technology for the federal
government," Mr. Kresa said. "It also gives us the new prime capability of
shipbuilding, making us the largest supplier of non-nuclear surface ships for
the U.S. Navy. Litton also adds world-class capabilities in the commercial
electronics arena."
-more-
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NORTHROP GRUMMAN COMPLETES
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TENDER OFFER FOR LITTON INDUSTRIES INC.
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Northrop Grumman said with continued strong growth from existing businesses
and the Litton acquisition, the company's revenues are expected to double to $15
billion in 2001 and to $18 billion in 2003. The company also expects double-
digit increases in its economic earnings (excluding pension income, amortization
of goodwill and other purchased intangibles) through 2003.
Mr. Kresa said he was particularly pleased that Northrop Grumman closed the
transaction a few days after the end of the first quarter, meeting the goal set
when the acquisition was announced on Dec. 21, 2000. The integration of
Litton's businesses into Northrop Grumman will begin immediately and should be
completed by the end of this year.
The company received early termination notice for the acquisition on March
30, 2001, from the Federal Trade Commission under the Hart-Scott-Rodino Act.
Previously, the European Commission approved the transaction on March 23, 2001.
The tender offer for Litton's common and preferred stock expired April 2, 2001,
at midnight E.D.T.
To welcome Litton employees to Northrop Grumman, Mr. Kresa is touring
Litton's facilities, beginning today in Pascagoula, Miss., home of the Ingalls
shipyard. On the trip, he will also visit the Avondale shipyard in New Orleans,
La.; meet with employees of PRC and TASC in the Washington, D.C., area; address
employees of Interconnect Technologies in Springfield, Mo.; and welcome
employees of three defense electronics divisions based in the Los Angeles area.
Under a definitive agreement signed by the two companies, the value of the
Litton acquisition is approximately $5.1 billion, which includes the assumption
of Litton's $1.3 billion in net debt.
Northrop Grumman has been advised by the depository, Equiserve Trust Co.,
NA, that as of midnight E.D.T. on April 2, 2001, in excess of 90 percent of the
outstanding shares of Litton Industries common stock and in excess of 50 percent
of the shares of Series B preferred stock had been validly tendered, including
tender by guarantees of delivery.
The company said it will move promptly to complete the acquisition of the
remaining shares of Litton's common stock pursuant to the merger agreement
signed Jan. 23, 2001.
-more-
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NORTHROP GRUMMAN COMPLETES
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TENDER OFFER FOR LITTON INDUSTRIES INC.
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Following the acquisition, those shares of Litton not tendered under the tender
offer will be converted into the right to receive $80 per share in cash.
Litton's Series B preferred shares will not be affected in the merger.
Northrop Grumman Corporation is a $15 billion, global aerospace and defense
company with its worldwide headquarters in Los Angeles. Northrop Grumman
provides technologically advanced, innovative products, services and solutions
in defense and commercial electronics, systems integration, information
technology and non-nuclear shipbuilding and systems. With 80,000 employees and
operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.
Note: Certain statements and assumptions in this release contain or are based
on "forward-looking" information and involve risks and uncertainties. Such
"forward-looking" information includes the statements above as to the impact of
the Litton acquisition on revenues and earnings. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside the company's
control. These include the company's ability to successfully integrate the
operations of Litton, assumptions with respect to future revenues, expected
program performance and cash flows, the outcome of contingencies including
litigation, environmental remediation, divestitures of businesses, and
anticipated costs of capital investments. The company's operations are subject
to various additional risks and uncertainties resulting from its position as a
supplier, either directly or as subcontractor or team member, to the U.S.
Government and its agencies as well as to foreign governments and agencies;
actual outcomes are dependent upon factors, including, without limitation, the
company's successful performance of internal plans; government customers'
budgetary restraints; customer changes in short-range and long-range plans;
domestic and international competition in both the defense and commercial areas;
product performance; continued development and acceptance of new products;
performance issues with key suppliers and subcontractors; government import and
export policies; acquisition or termination of government contracts; the outcome
of political and legal processes; legal, financial, and governmental risks
related to international transactions and global needs for military aircraft,
military and civilian electronic systems and support and information technology;
as well as other economic, political and technological risks and uncertainties
and other risk factors set out in the company's filings from time to time with
the Securities and Exchange Commission, including, without limitation, the
company's reports on Form 10-K and Form 10-Q.
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Northrop Grumman Corporation (formerly NNG, Inc.) has filed a Registration
Statement on Form S-4 with the Securities and Exchange Commission (the "SEC") in
connection with its offer to purchase or exchange all of the outstanding capital
stock of Litton Industries, Inc. Litton stockholders should read such
Registration Statement and any other relevant documents filed with the SEC
carefully before making any decisions with respect to the offer to purchase or
exchange because these documents contain important information. Copies of the
Registration Statement and any related documents filed with the SEC can be
obtained free of charge at the website maintained by the SEC at www.sec.gov.