Northrop Grumman Corporation today announced that it has forwarded a proposal to TRW’s board of directors to enter into negotiations to combine the two companies. The proposed transaction would deliver $47 in value of Northrop Grumman common stock for each share of TRW.

Promptly following the close of the transaction, Northrop Grumman would expect to separate TRW’s automotive business.

“We believe the strategic combination of Northrop Grumman and TRW will provide tremendous value to the shareholders of both companies,” said Kent Kresa, Northrop Grumman’s chairman and chief executive officer. “Northrop Grumman’s electronics and systems integration capabilities, combined with TRW’s space and systems expertise, would create a strong contributor to the nation’s satellite and missile defense requirements.

“This combination would further our long-term strategic goals by strengthening our space business, adding communications technology and capabilities, and enhancing our information technology business,” Kresa added. “We expect that, once we reach a timely agreement with the TRW board of directors, we will be able to close this transaction in the 2002 third quarter.”

TRW provides advanced-technology products and services for the aerospace, information systems and automotive markets worldwide. The company generated year-end 2001 sales of $16.4 billion.

Northrop Grumman Corporation is an $18 billion, global defence company with its worldwide headquarters in Los Angeles.