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| NEWS
RELEASE |
April
25, 2001
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General Dynamics
to Acquire Newport News Shipbuilding
FALLS
CHURCH, Va. – General Dynamics (NYSE:GD) announced
today that it has signed a definitive agreement to acquire
Newport News Shipbuilding (NYSE:NNS). The acquisition,
approved by the boards of directors of both companies,
is to be accomplished though a cash tender offer for all
of Newport News Shipbuilding’s publicly held outstanding
shares at a price of $67.50 per share. The transaction
is valued at approximately $2.6 billion, which includes
the assumption of approximately $500 million of Newport
News Shipbuilding debt. The tender offer will begin within
seven business days. The acquisition, subject to the tendering
of a majority of the Newport News Shipbuilding shares
as well as regulatory review, is expected to close in
the third quarter of 2001.
Following
the completion of the tender offer and necessary approvals,
General Dynamics intends to consummate a second-step merger
in which all of the remaining Newport News Shipbuilding
shareholders receive the same price paid in the tender
offer.
"Newport
News is a solid, well-run company with sustainable revenues
and earnings and strong cash flow. Our offer reflects
its inherent worth, offers Newport News shareholders an
attractive premium, and provides a wonderful opportunity
to save significant amounts of money for the U.S. Navy
while retaining both nuclear shipyards, " said Nicholas
D. Chabraja, General Dynamics chairman and CEO.
William
P. Fricks, chairman and CEO of Newport News Shipbuilding,
said, "This acquisition will provide Newport News
shareholders an attractive price, and our employees will
benefit from being part of a larger, more diverse company.
It will enhance job security, and provide more career
choices in a wider enterprise. Today, Newport News is
the nation’s sole supplier of aircraft carriers, and we’re
teamed with Electric Boat on the Navy’s only new submarine
program. Combining our companies will provide our customers
with significant cost savings to support the nation’s
need to build more nuclear ships."
Chabraja
and Fricks will meet with financial analysts and investors
to discuss the acquisition on Wednesday, April 25, at
9:00 a.m. at the New York Palace Hotel, 455 Madison Avenue,
NY, NY. The conference will be simulcast on the World
Wide Web at www.generaldynamics.com,
and at www.nns.com;
a rebroadcast of the conference will be on those websites
by 1:00 p.m. A replay of the conference will also be available
at 1:00 p.m. by calling 877-519-4471 (domestic) or 973-341-3080
(international); the passcode is 2555408.
Newport
News Shipbuilding, headquartered in Newport News, Virginia,
designs and constructs nuclear-powered aircraft carriers
and submarines for the U.S. Navy and provides life-cycle
services for ships in the Navy fleet. The company employs
approximately 17,000 employees and had 2000 revenues of
$2.07 billion, and net income of $90 million. More information
about the company can be found at www.nns.com.
General
Dynamics, headquartered in Falls Church, Virginia, employs
approximately 46,000 people worldwide and anticipates
2001 sales of approximately $11.5 billion. The company
has leading market positions in business aviation, information
systems, shipbuilding and marine systems, and land and
amphibious combat systems. More information about the
company can be found on the World Wide Web at www.generaldynamics.com.
Any
"forward-looking statements" contained in this
press release are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.
Words such as "expects," "anticipates,"
"plans," "believes," "scheduled,"
"estimates," variations of these words and similar
expressions are intended to identify forward-looking statements
which include but are not limited to projections of revenues,
earnings, segment performance, production and deliveries,
cash flows, contract awards and backlog stability. These
statements are not guarantees of future performance and
involve certain risks and uncertainties, which are difficult
to predict. Therefore, actual future results and trends
may differ materially from what is forecast in forward-looking
statements due to a variety of factors, including, without
limitation: the company’s successful execution of internal
performance plans; changing priorities or reductions in
the U.S. government defense budget; termination of government
contracts due to unilateral government action; changing
customer demand or preferences; changes from the company’s
expectations with respect to its customers’ exercise of
business aircraft options; performance issues with key
suppliers and subcontractors; the status or outcome of
legal and/or regulatory proceedings; the status or outcome
of labor negotiations; and the timing and occurrence (or
non-occurrence) of circumstances beyond the company’s
control.
This
announcement is neither an offer to purchase nor a solicitation
of an offer to sell shares of Newport News Shipbuilding.
At the time the offer is commenced, General Dynamics will
file a Tender Offer Statement with the SEC and Newport
News will file a Solicitation/Recommendation Statement
with respect to the offer.
The
Tender Offer Statement (including an offer to purchase,
a related letter of transmittal and other offer documents)
and the Solicitation/Recommendation Statement will contain
important information that should be read carefully before
any decision is made with respect to the offer.
The
offer to purchase, the related letter of transmittal and
certain other documents, as well as the Solicitation/Recommendation
Statement, will be made available to all shareholders
of Newport News, at no expense to them. The Tender Offer
statement (including the offer to purchase, the related
letter of transmittal and all other offer documents filed
with the SEC) and the Solicitation/Recommendation Statement
will also be available at no charge at the SEC’s website
at www.sec.gov.
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