Northrop Grumman Corp. has launched an unsolicited bid to buy fellow defense contractor and automotive parts supplier TRW Inc.
The proposal, made public in a Feb. 22 letter from Northrop Grumman Chairman and Chief Executive Officer Kent Kresa to TRW, states the company would buy out Cleveland-based TRW for $47 per share, integrate the two corporations' defense and aerospace operations, and ``separate'' TRW's automotive unit after completing the purchase.
The automotive unit - which includes plastics processing for a mix of programs from air bags to seat-belt systems, steering wheels and heating and air-conditioning units - makes up 60 percent of TRW's $16 billion in annual sales.
``For quite some time we have believed that a merger of TRW Inc. aerospace and information systems business with the complementary operations of Northrop Grumman Corp. would be a compelling strategic combination,'' Kresa said in his letter to TRW executives.
``Upon completion of the acquisition transaction, it is Northrop's intention to proceed with the separation of the TRW automotive business from the rest of the company immediately,'' Kresa said in his letter. ``We recognize that the automotive business is an outstanding operation in its own right, but we believe that it does not logically fit with either your or our other business segments.''
TRW is one of the few multi-industry conglomerates still active in automotive supply. Officials have denied continuing rumors its auto division is for sale.
Kresa said Northrop could complete a transaction by the third quarter of this year.
In a written reply, TRW said its board would address the Northrop proposal: ``in order to determine the appropriate course, which will serve the best interests of TRW's shareholders and other constituencies.''
The firm also called the timing of Northrop's proposal, coming just four days after David Cote left the chief executive officer's post at TRW to head up Honeywell International Corp., ``regrettable.''
TRW's stock closed at $39.80 on Feb. 21, a price the company maintains was impacted by Cote's departure. Just a week earlier, shares were trading for more than $44.
Los Angeles-based Northrop, though, noted its offer of $47 per share still betters the target company's 52-week high of $45.45.
The buyout would come in the form of Northrop stock. The defense supplier's share value has climbed since early September, closing at $117.80 on Feb. 21, compared to trades in the mid-$70 range last summer.
Northrop Grumman is the third-largest contractor to the U.S. Department of Defense. It uses composites extensively throughout its operations, including in the production of the B-2 stealth bomber.