NORTHROP GRUMMAN, NEWPORT NEWS REACH AGREEMENT

NORTHROP GRUMMAN, NEWPORT NEWS REACH AGREEMENT

   Northrop Grumman Corp. and Newport News Shipbuilding Inc. have signed a definitive agreement under which Northrop Grumman will acquire all outstanding shares of Newport News Shipbuilding.

   The boards of directors of both companies approved the terms of the transaction. Newport News Shipbuilding’s shareholders may elect to receive either $67.50 per share in cash or a number of shares of Northrop Grumman common stock designed to provide a value of $67.50.

   “We are very pleased with our strategic acquisition of Newport News,” said Kent Kresa, Northrop Grumman chairman and chief executive officer. “With Newport News, we are creating a $4-billion, world-class, fully capable shipbuilding enterprise with expertise in every class of nuclear and non-nuclear naval vessel.'

   Following the close of the transaction, Newport News will initially be operated as a Northrop Grumman unit. Longer term, Northrop Grumman plans to combine its two shipbuilding businesses into one operating sector.

   Thomas Schievelbein, Newport News’ executive vice president and chief operating officer, will become president of the Newport News operating sector. He will also serve on Northrop Grumman’s corporate policy council. Fricks said he intends to retire once the transaction has been finalized.

   The acquisition is valued at approximately $2.6 billion, which includes the assumption of approximately $500 million of Newport News Shipbuilding debt. The exchange offer, subject to the tendering of a majority of the outstanding Newport News Shipbuilding shares, is expected to close by the end of November.

   Northrop Grumman Corp. is a $15-billion, global aerospace and defense company with its worldwide headquarters in Los Angeles.

   Newport News Shipbuilding designs and constructs nuclear powered aircraft carriers and submarines for the U.S. Navy and provides lifecycle services for ships in the Navy fleet.