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Newport
News Shipbuilding Advises Stockholders to Await Board's
Recommendation Before Taking Action on Northrop Grumman's
Proposed Exchange Offer
Newport News, VA (May
9, 2001) -- Newport News Shipbuilding (NYSE: NNS)
today announced that it has received a letter from Northrop
Grumman Corporation (NYSE: NOC) stating their intent
to commence an exchange offer of $67.50 per share for
all of the outstanding shares of common stock of Newport
News Shipbuilding. The letter stated that 75 percent of
the consideration to be offered would consist of shares
of common stock of Northrop Grumman and 25 percent would
consist of cash. The letter did not set forth a proposed
exchange ratio for the common stock portion of the proposed
offer.
Newport News Shipbuilding's
Board of Directors will meet in due course to consider
Northrop Grumman's proposed exchange offer once the definitive
terms of the offer have been made available. Newport News
Shipbuilding advises stockholders that they need not take
any action at this time with respect to Northrop Grumman's
proposal and that they should await the response of the
Newport News Shipbuilding Board of Directors.
On April 25, 2001, Newport
News Shipbuilding announced that it had signed a definitive
agreement with General Dynamics pursuant to which General
Dynamics would acquire Newport News Shipbuilding for $67.50
in cash. Pursuant to this agreement, General Dynamics
commenced a tender offer to acquire all of the outstanding
shares of common stock of Newport News Shipbuilding on
May 4, 2001.
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.
The Company employs about 17,200 people, and has revenues
of approximately $2 billion.
Investors
and security holders are urged to read the solicitation/recommendation
statement on Schedule 14D-9, when it becomes available,
regarding the proposed tender offer referenced in the
foregoing information, because it will contain important
information. The tender offer statement on Schedule 14D-9
will be filed with the Securities and Exchange Commission
by Newport News Shipbuilding. Investors and security holders
may obtain a free copy of the solicitation/recommendation
statement on Schedule 14D-9 (when it is available) and
other documents filed by Newport News Shipbuilding with
the Commission at www.sec.gov.
The solicitation/recommendation statement on Schedule
14D-9 and these other documents may also be obtained when
they are available by contacting NNS Investor Relations
at 757-688-6400.
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