Northrop Grumman to Sell Its Advisory Services Division, TASC, Inc., for $1.65 Billion; Net Cash Proceeds to Fund Additional $1.1 Billion Share Repurchase

2009年 11月 9日 06:05 JST
 
Northrop Grumman to Sell Its Advisory Services Division, TASC, Inc., for $1.65
Billion; Net Cash Proceeds to Fund Additional $1.1 Billion Share Repurchase



LOS ANGELES, Nov. 8 /PRNewswire-FirstCall/ -- Northrop Grumman Corporation
(NYSE: NOC) has signed a definitive agreement to sell TASC, Inc., its advisory
services business, for $1.65 billion in cash to an investor group led by
General Atlantic LLC and affiliates of Kohlberg Kravis Roberts & Co. L.P. 
Completion of the transaction is subject to customary regulatory conditions
including Hart-Scott-Rodino approval.  The transaction is expected to close by
year end.

Northrop Grumman's board of directors separately authorized a $1.1 billion
increase in the company's share repurchase program.  At the end of the third
quarter of 2009, approximately $280 million remained on the company's prior
$2.5 billion share repurchase authorization. 

The company expects the sale to generate net cash proceeds, after taxes, of
approximately $1.1 billion.  Net proceeds will be used to repurchase shares of
common stock, after which the transaction is expected to be neutral to
Northrop Grumman's 2010 earnings per share from continuing operations.  The
company also expects the transaction to be neutral to 2009 net income and
diluted earnings per share.

"This transaction is in the best interest of Northrop Grumman's customers,
employees and shareholders," said Ronald D. Sugar, chairman and chief
executive officer. "It reflects Northrop Grumman's desire to align quickly
with the government's new organizational conflict of interest standards, while
preserving TASC's unique organizational culture and its status as the advisory
services employer of choice. TASC is a remarkable organization with a proud
43-year heritage of supporting critical national security missions.  We are
confident the investors understand the critical importance of its customers'
missions and the depth and sophistication of its employees' expertise." 

Chantilly, Va.-based TASC, Inc. is part of Northrop Grumman's Information
Systems sector and has approximately 5,000 employees.  TASC, Inc. expects 2009
revenue of approximately $1.6 billion.    

Goldman Sachs and Credit Suisse represented Northrop Grumman in the
transaction.  Fried, Frank, Harris, Shriver & Jacobson LLP served as legal
advisor to Northrop Grumman.

Northrop Grumman Corporation is a leading global security company whose
120,000 employees provide innovative systems, products, and solutions in
aerospace, electronics, information systems, shipbuilding and technical
services to government and commercial customers worldwide. 

Northrop Grumman will hold a conference call at 11:30 a.m. EST on Nov. 9th to
discuss this announcement.  A live audio broadcast of the conference call will
be available on the investor relations page of the company's Web site at
http://www.northropgrumman.com. 

Statements in this release, other than statements of historical fact,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are not guarantees
of future performance and involve certain risks and uncertainties. Actual
results could differ materially due to factors such as: timing of the closing
of the transaction described in this release; the effect of economic
conditions in the United States and globally; access to capital; future sales
and cash flows; timing of cash receipts; effective tax rates and timing and
amounts of tax payments; returns on pension plan assets, interest and discount
rates and other changes that may impact pension plan assumptions; the outcome
of litigation, claims, audits, appeals, bid protests and investigations;
hurricane-related insurance recoveries; costs of environmental remediation;
our relationships with labor unions; availability and retention of qualified
personnel; costs of capital investments; changes in organizational structure
and reporting segments; risks associated with acquisitions, dispositions,
joint ventures and other business arrangements; possible impairments of
goodwill or other intangible assets; effects of legislation, rulemaking, and
changes in accounting, tax or defense procurement; changes in government and
customer priorities and requirements (including, government budgetary
constraints, shifts in defense spending, changes in import and export
policies, changes in customer short-range and long-range plans); acquisition
or termination of contracts; technical, operational or quality setbacks in
contract performance; issues with, and financial viability of, key suppliers
and subcontractors; availability of materials and supplies; controlling costs
of fixed-price development programs; contractual performance relief and the
application of cost sharing terms; allowability and allocability of costs
under U.S. Government contracts; progress and acceptance of new products and
technology; domestic and international competition; legal, financial and
governmental risks related to international transactions; potential security
threats, natural disasters and other disruptions not under our control; and
other risk factors disclosed in our filings with the Securities and Exchange
Commission. 

These forward-looking statements speak only as of the date of this release and
we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by applicable law. 



SOURCE  Northrop Grumman Corporation

Media, Dan McClain, +1-310-201-3335, mobile, +1-310-801-9351,
dan.mcclain@ngc.com, or Investors, Paul Gregory, +1-310-201-1634, mobile,
+1-310-989-8679, paul.gregory@ngc.com, both of Northrop Grumman Corporation

 
 

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