Filed Pursuant to Rule 424(b)(3)
Registration Number 333-54800
NEWS
[LETTERHEAD OF NORTHROP GRUMMAN]
For Immediate Release
NORTHROP GRUMMAN CLEARS HART-SCOTT-RODINO
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FOR PROPOSED ACQUISITION OF LITTON INDUSTRIES INC.;
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SETS COMPLETION DATE FOR TENDER OFFER
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LOS ANGELES -- March 30, 2001 -- Northrop Grumman Corporation (NYSE: NOC)
announced today that it received early termination notice yesterday from the
Federal Trade Commission under the Hart-Scott-Rodino Act for its proposed
acquisition of Litton Industries Inc. (NYSE: LIT).
Previously, the European Commission approved the acquisition on
March 23, 2001. The Registration Statement on Form S-4 as last amended on
March 27, 2001, has been declared effective by the Securities and Exchange
Commission. As a result, all U.S. and international governmental and regulatory
reviews that are required for the completion of the offer to purchase all
outstanding common and preferred stock of Litton have been received.
Northrop Grumman also said it has extended its pending tender offer for
Litton's common and Series B preferred stock to April 2, 2001, at midnight
E.D.T., at which time the tender offer is expected to close.
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NORTHROP GRUMMAN CLEARS HART-SCOTT-RODINO
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FOR PROPOSED ACQUISITION OF LITTON INDUSTRIES INC.;
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SETS COMPLETION DATE FOR TENDER OFFER
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The company announced that the exchange ratio in the pending tender offer for
the common stock of Litton has been fixed at 0.9286 shares of NNG Inc. common
stock for each share of Litton common stock validly tendered by the expiration
of the offer. NNG Inc. is a wholly-owned subsidiary of Northrop Grumman. The
company also stated that the conversion price for the new NNG Inc. Series B
preferred will be $109.75 per share provided shareholders approve the conversion
feature.
The exchange ratio was determined by dividing $80.25 by $86.42, the average of
the closing prices for Northrop Grumman common stock as reported on the New York
Stock Exchange during the five trading days ending March 29, 2001. The
conversion price for the NNG Inc. Series B preferred stock is equal to 127
percent of $86.42.
As of the close of business on March 29, the company was advised that
approximately 48,570,000 shares of Litton common stock and Series B preferred
stock had been validly tendered and not withdrawn. Of that total, approximately
11,320,000 shares were subject to guaranteed delivery.
Requests for assistance or for copies of the exchange offer materials
should be directed to the information agent for the offer, Georgeson Shareholder
Communications Inc., at (212) 440-9915 or toll-free at (800) 223-2064.
Northrop Grumman Corporation, headquartered in Los Angeles, is a world-class,
high technology company providing innovative solutions in systems integration,
defense electronics and information technology for its U.S. and international
military, government
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NORTHROP GRUMMAN CLEARS HART-SCOTT-RODINO
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FOR PROPOSED ACQUISITION OF LITTON INDUSTRIES INC.;
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SETS COMPLETION DATE FOR TENDER OFFER
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and commercial customers, as a prime contractor, principal subcontractor, team
member or preferred supplier. The company had revenues of $7.6 billion in 2000
and has a workforce of approximately 39,000 employees.
# # #
0301-54
The Registration Statement on Form S-4, as last amended on March 27, 2001,
filed by NNG, Inc. in connection with its offer to purchase or exchange all of
the outstanding capital stock of Litton Industries, Inc was declared effective
by the Securities and Exchange Commission (the "SEC") on March 28, 2001.
Accordingly, the condition to the offer that the Registration Statement be
declared effective has been satisfied. 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.
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