8-K/AOther Events

NORTHROP GRUMMAN CORP /DE/ 8-K/A Report (Feb 1, 2002)

Filed February 1, 2002For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) has filed an amendment to its 8-K report detailing the completion of its acquisition of Newport News Shipbuilding Inc. The transaction, which closed on January 18, 2002, was a two-step process. The first step involved an offer to purchase outstanding shares of Newport News, with holders electing either $67.50 in cash or 0.7193 shares of Northrop Grumman stock per share. This initial offer secured approximately 80.7% of Newport News' outstanding shares. The second step, a merger, was completed to acquire the remaining shares. The merger offered the same consideration options. This acquisition is being accounted for as a purchase and is intended to be a tax-free reorganization. This strategic move significantly expands Northrop Grumman's capabilities, particularly in the shipbuilding and defense sectors.

Key Highlights

  • 1Northrop Grumman completed the acquisition of Newport News Shipbuilding Inc. on January 18, 2002.
  • 2The acquisition was structured as a two-step transaction, starting with a tender offer and followed by a merger.
  • 3Newport News shareholders could elect to receive $67.50 in cash or 0.7193 shares of Northrop Grumman stock per share.
  • 4Northrop Grumman acquired approximately 80.7% of Newport News' outstanding shares through the initial tender offer.
  • 5The merger was completed to acquire the remaining shares of Newport News.
  • 6The transaction is accounted for as a purchase and is intended to be a tax-free reorganization.
  • 7The acquisition is expected to enhance Northrop Grumman's position in the defense industry, particularly in shipbuilding.

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