Northrop Grumman Completes Merger with Litton Industries Inc.
Northrop Grumman Corporation announced today that it has completed the acquisition of all shares of Litton Industries Inc. common stock not previously purchased in its tender offer for Litton that expired on April 2, 2001. As a result of the statutory merger completed Wednesday, Northrop Grumman now owns 100 percent of Litton's common stock. Litton shareholders as of the time of the merger will receive $80 in cash for each common share.
Northrop Grumman Completes Litton Acquisition
Northrop Grumman Corporation completed the final step in its acquisition of Litton Industries Inc. by converting Litton's preferred stock into the right to receive $35 per share in cash. Letters of transmittal and other documents necessary for the exchange of stock will be mailed to Litton shareholders as promptly as practicable. Northrop Grumman Corporation is a $15 billion, global aerospace and defense company with its worldwide headquarters in Los Angeles.
Avondale Prepared To Accept Revised Litton Offer
Avondale Industries Inc. will reportedly accept an increased cash takeover bid from Litton Industries Inc., forgoing a previous all-stock merger agreement with Newport News Shipbuilding Inc.
Litton Wins Battle Over Avondale
Litton Industries Inc. reportedly sealed a deal to buy Avondale Industries Inc. and said it would press ahead with efforts to acquire Newport News Shipbuilding Inc. despite Pentagon opposition.
Litton Withdraws Deal For Newport News
Litton Industries Inc. has reportedly withdrawn its $1.8 billion bid to buy Newport News Shipbuilding Inc., saying the deal was not likely to get the necessary government approval.
Litton Shelves $1.8B Bid For Newport
Defense and electronics giant Litton Industries Inc. reportedly withdrew its $1.8 billion offer to buy Newport News Shipbuilding Inc. because of opposition from the U.S. government.
Avondale To Build Fourth DH Tanker
Litton Industries Inc. said Polar Tankers Inc. has exercised an option for a fourth double-hull crude oil carrier, valued at $197 million, to ship Alaskan crude oil. Under a contract awarded in 1997, Litton's Avondale Industries Inc. subsidiary has three 125,000 DWT crude oil carriers under construction. Delivery of the first ship is scheduled for January 2001. Long Beach, Calif.-based Polar Tankers, a subsidiary of Phillips Petroleum Co., Polar Tankers has an option with Litton Avondale for a fifth ship which could be exercised in the first quarter of calendar year 2001. The Millennium Class "next generation" tankers being built at Litton Avondale are the first new crude-oil carriers being built for the Alaskan trade in compliance with the Federal Oil Pollution Act of 1990.
FTC Waives Termination Avondale Takeover Wait
The Federal Trade Commission granted early termination of the waiting period required under federal law for its proposed sale of Avondale Industries Inc. to Litton Industries Inc. The $529 million merger of the two military shipbuilders is subject to approval by Avondale shareholders at a July 27 meeting, after which the deal is scheduled to close.
NNS Will Not Boost Avondale Bid
NNS Will Not Boost Avondale Bid Newport News Shipbuilding reportedly will not increase its bid for Avondale Industries, Inc., after Avondale said it was prepared to accept an offer from Litton Industries Inc.
Dr. Ronald D. Sugar Elected To Northrop Grumman's Board Of Directors
Northrop Grumman Corporation has appointed Dr. Ronald D. Sugar to its board of directors, increasing the board to 14 members. Dr. Sugar, formerly president and COO of Litton Industries Inc., is corporate vice president, president and CEO of Northrop Grumman's Litton Sector. He joined the board effective with the completion of the company's tender offer for Litton Industries Inc. Prior to joining Litton, Dr. Sugar was president and COO of TRW Aerospace and Information Systems, and a member of the three-man Chief Executive Office of TRW Inc., a $17 billion global automotive, aerospace and information systems company. In his nearly 20 years with TRW, Dr.
Northrop Grumman Takes Litton for $3.8 Billion
Northrop Grumman Corp., the number five U.S. defense contractor, said on Tuesday that it has completed its $3.8 billion purchase of warship and defense electronics maker Litton Industries Inc. Los Angeles-based Northrop, which makes high-tech weapons systems, said the purchase will solidify its defense electronics segment while adding shipbuilding and commercial electronics capabilities. The deal cleared required U.S. and European Commission reviews late last month. "The Litton acquisition creates a $15 billion, top-tier global defense enterprise with 80,000 employees worldwide," said a Northrop Grumman official. Under the agreement signed by the two companies, the acquisition also includes the assumption of Litton's $1.3 billion net debt.
Sperry Marine Name Revived
Corporate consolidations have, in the last 10 years, effectively consumed a number of "household" brand names as efforts were made to streamline the acquirer's letterhead. In a reversal, of sorts, Northrop Grumman Corporation gave a rebirth to a well-respected name in the marine business, saying that its marine systems business unit has been renamed Sperry Marine, effective immediately. Formerly Litton Marine, this commercial and defense-related marine electronics business was acquired by Northrop Grumman in its purchase of Litton Industries Inc., last year. Sperry Marine remains a business unit of the Baltimore, Md.-based Electronic Systems sector of Northrop Grumman.
Iorizzo Named President of Northrop Grumman Group
Northrop Grumman Corp. named Robert Iorizzo as president of the Electronic Sensors and Systems Sector group, the company's largest business. Iorizzo replaces James Roche, who was confirmed by the U.S. Senate as secretary of the U.S. Air Force. The change was made effective immediately, Northrop said. Iorizzo previously served as vice president and general manager of the sector's Command, Control, Communications, Intelligence and Naval Systems division. The sensors and systems business has expanded recently with Northrop's acquisition of Litton Industries Inc. Litton's $1.6 billion advanced electronics businesses was integrated into Northrop's operation and the division is now expected to generate 2001 revenues of $4.5 billion.
Avondale Shipyard Workers Unionize
An arbitrator has certified union representation for 4,100 workers at Litton Industries Inc.'s Avondale shipyard in New Orleans, labor officials said. When Litton bought the shipyard in August, it allowed workers to sign cards indicating whether they favored a union. The Metal Trades Department of the AFL-CIO, a federation of U.S. labor organizations, said confirmation of a successful signature drive had been received. For more than 50 years, Avondale had been the only major non-union shipyard building U.S. Navy and commercial ships. In recent years, workers filed numerous reports about dangerous working conditions, but the company's previous management accused federal inspectors of assisting the union in its organizing drive.
SHI Backlog: 110 Vessels
Someone forgot to inform South Korea's Samsung Heavy Industries (SHI) the world economy is in turmoil. SHI, one of the world's largest shipbuilders, reportedly won a $1.1 billion in orders from Canada and Europe. The deals bring the shipbuilder's backlog to 8.2 million gt, representing 110 vesssels, a workload that should keep the yard busy for about 2.5 years. The new contracts represent 13 containerships and seven tankers, with ships for Seaspan Container Lines Ltd of Canada and Reederei Claus-Peter Offen GmbH & Co of Germany. Meanwhile, the news from North America was not so bright, as defense company Northrop Grumman announced that it had significantly lowered its earnings outlook, as the company ups its interest payments in an attempt to pare its debt faster.
Litton Announces Completion of Avondale Acquisition
Litton Industries, Inc. announced the completion of its acquisition of Avondale Industries, Inc. for $39.50 per share in an all cash transaction valued at approximately $529 million in the aggregate. Avondale, based in New Orleans, designs, builds and overhauls ships for the U.S. Navy, the USCG and commercial customers. Avondale had revenues of approximately $750 million for the year ended December 31, 1998, and employs almost 6,000 people. "We are delighted to welcome Avondale and its employees to Litton," said Michael R. Brown, Litton chairman, president and CEO. "The merger with Avondale significantly broadens Litton's market coverage in both military surface combatants and commercial ships.
Northrop May Amend Merger Agreement With Litton
Defense contractor Northrop Grumman Corp. on Tuesday said it was considering amending its merger agreement with Litton Industries Inc. to allow Litton shareholders to receive some Northrop stock instead of cash in the $3.8 billion deal. Northrop, the No. 5 U.S. defense firm, said it was holding talks with Litton and Litton's largest shareholder, Unitrin Inc., about the possible change. Any such amendment, if implemented, should not affect the current cash tender offer for all of Litton's outstanding stock, Northrop said. The tender offer started Jan. 5 and will expire on Feb. 2 unless extended. The possible change to the terms of the deal, announced in December, would include no more than 14 million common shares and about $350 million of new convertible preferred Northrop stock.
Litton To Sell Electronics Unit
Litton Industries Inc. plans to sell its defense electronics unit and focus on its shipbuilding, information security and telecommunications businesses. The Advanced Electronics unit, which specializes in navigation and electronic warfare, had $1.6 billion in revenues in fiscal 2000, or about 28 percent of Litton's total revenues of $5.6 billion. It has about 9,500 employees. The evaluation, Litton said, indicated that the defense electronics unit would produce more value in the hands of a company focusing on similar areas. Analysts had previously said the defense electronics unit was experiencing cost overruns on some contracts. After the divestiture…
Northrop Grumman Plans to Refile Hart-Scott-Rodino Notification
Northrop Grumman Corporation announced today that in order to provide the government the time necessary to review its pending acquisition of Litton Industries Inc., the company has voluntarily withdrawn its Hart-Scott-Rodino (HSR) notification of Jan. 4, 2001, which commenced the governmental and regulatory review process. The company stated that it continues to have positive and productive discussions with the government and expects to re-file its HSR notification in a timely manner. Northrop Grumman also said that it plans to provide the European Union regulatory authorities with the required filings before the end of this month. The company added that it expects to complete U.S. and European regulatory approvals by the end of the first quarter of 2001.
Despite Low Earnings, Litton Surpasses NYSE Forecasts
Military shipbuilder Litton Industries Inc. on Wednesday reported lower fiscal first-quarter earnings, but surpassed Wall Street forecasts due to strength in its recently refocused core operations. Litton, the largest builder of non-nuclear ships for the U.S. Navy, reported a net profit of $44.9 million, or $.97 per share, for the quarter ended Oct. 31, down from $49.9 million, or $1.07 a share, a year earlier. Analysts had expected earnings of $.95 a share, according to tracking firm First Call/Thomson Financial. Excluding discontinued operations, Litton posted earnings of $34.4 million, or $.74 per share, versus $36.3 million, or $.78 per share, a year ago. Total sales and service revenues reached $1.08 billion in the quarter, up from $999.9 million in the same quarter last year.
Avondale Workers Unionize
An arbitrator certified union representation for 4,100 workers at Litton Industries Inc.'s Avondale shipyard in New Orleans. labor sources said. Avondale workers had been locked in a bitter fight with management over union representation since 1993, but when Litton bought the shipyard in August, the company agreed to remain neutral and let workers sign cards indicating they favored a union. The Metal Trades Department of the AFL-CIO, a federation of U.S. labor organizations, said confirmation of the successful signature drive had been received. "We will be asking Litton to plan for full-scale negotiations as early as possible in the new year," said a statement by John Meese, president of the national Metal Trades Department.
Northrop Grumman Reports 1Q Results
Northrop Grumman Corporation reported first quarter 2002 net income of $149 million, or $1.27 per share, compared with net income of $132 million, or $1.81 per share, for the same period of 2001, adjusted for SFAS No. 142 - Goodwill and Other Intangible Assets. The comparable per share decline reflects a substantial decrease in pension income and increases in interest expense and in the number of shares outstanding. On an economic earnings basis, the company reported increased earnings of $170 million, or $1.45 per share, compared with $101 million, or $1.39 per share, for the same period of 2001. 2002 earnings per share are based on average diluted shares outstanding of 112.8 million versus 72.8 million for the first quarter of 2001.
Northrop Reports 4Q Results
Northrop Grumman Corporation reported 2001 fourth quarter economic earnings of $158 million, compared with $106 million for the same period of 2000. On a per share basis, the company reported 2001 fourth quarter economic earnings of $1.55 on average diluted shares outstanding of 98.0 million, compared with economic earnings of $1.46 on average diluted shares outstanding of 72.5 million for the fourth quarter of 2000. Under Generally Accepted Accounting Principles (GAAP), the company reported fourth quarter 2001 net income of $131 million, or $1.28 per share, compared with net income from continuing operations of $144 million, or $1.99 per share, for the same period of 2000.