Northrop Grumman Announces Newport News Shipbuilding Exchange Ratio

Thursday, November 29, 2001
Northrop Grumman Corporation announced in connection with its offer to acquire all of the outstanding shares (including associated preferred stock purchase rights) of Newport News Shipbuilding that the exchange ratio for the common stock of Newport News has been fixed at 0.7193. Accordingly, stockholders of Newport News who elect to receive solely Northrop Grumman common stock in the offer will receive approximately 0.7193 shares for each share of Newport News common stock validly tendered by the expiration of the offer (subject to the proration procedures and limitations described in the offer) provided the offering period expires at 12:00 midnight New York City time on Nov. 29, 2001. In the event the offering period is extended, the exchange ratio will be recalculated and Northrop Grumman will issue a press release disclosing the new exchange ratio. Northrop Grumman also announced pursuant to the Northrop Grumman-Newport News merger agreement the Parent Stock Value is approximately $93.84. As a result of this determination and the expected retirement of certain Newport News indebtedness for Newport News shares as contemplated by the merger agreement: -- The number of Newport News shares outstanding as of the expiration of the offer is currently expected to be approximately 32,512,951, and -- The amount of cash available for the offer and the merger, subject to adjustment according to the terms of the merger agreement, is currently expected to be approximately $633,452,178, excluding possible increases for shares issued pursuant to option exercises and fractional shares. Northrop Grumman declared on Nov. 20, 2001, a quarterly dividend of 40 cents per share of Northrop Grumman common stock, payable Dec. 15, 2001, to stockholders of record Dec. 3, 2001. Northrop Grumman also said that stockholders of Newport News who validly tender their shares in the offer and whose shares are accepted in the offer prior to Dec. 3, 2001, will be entitled to receive payment of the declared dividend. Northrop Grumman also announced that the New York Stock Exchange had approved for listing the 16,636,885 shares of Northrop Grumman common stock, including purchase rights, to be issued in the offer. Northrop Grumman said it expects to have approximately 111,211,390 shares of common stock outstanding following completion of the transaction.

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