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FOR IMMEDIATE RELEASE CONTACT:
NEWPORT NEWS HAS RECEIVED PROPOSAL FROM GENERAL DYNAMICS NEWPORT NEWS, VA, – February 18, 1999 – Newport News Shipbuilding (NYSE: NNS) said today that it has received an unsolicitated offer from General Dynamics (NYSE: GD) proposing to pay $38.50 per share in cash for all of its outstanding shares, subject to various conditions including due diligence and antitrust clearance from the appropriate regulatory authorities in the Departments of Justice and Defense. On January 19, 1999, Newport News announced a proposed merger with Avondale Industries (NASDAQ: AVDL) that is currently under regulatory review. Under the merger agreement, Newport News is not permitted to enter into a transaction with a party that has made a proposal to acquire Newport News unless, among other things, the Newport News board of directors has determined that the proposal is superior to the merger with Avondale. In order for a proposal to be a superior proposal, the board of directors must determine that it is both reasonably capable of being completed, taking into account legal, regulatory and other factors, and its financial and other terms are more favorable to Newport News and its shareholders. "Our board is fully committed to acting in the best interest of its shareholders," said William P. Fricks, chairman and chief executive officer of Newport News. "Because of recent antitrust scrutiny in the defense sector we believe that the General Dynamics proposal requires a careful assessment of the antitrust risk and reliable assurance that it is unlikely to be a problem. Under present circumstances, we view this as requiring a finding by the Department of Defense that there is a reasonable likelihood of approval. At this time, General Dynamics has not satisfied the board’s concerns as to the reasonable certainty of closing. Should the board become satisfied, it would then be prepared to evaluate the terms of the General Dynamics proposal, including the proposed price. Meanwhile, we remain fully committed to the Avondale transaction." Newport News Shipbuilding designs and constructs nuclear powered aircraft carriers and submarines for the U.S. Navy and provides life cycle maintenance services for ships in the Navy fleet. The company employs 18,000 people and has annual revenues of approximately $1.8 billion.
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