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Filed by Northrop Grumman Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14 d-2
of the Securities Exchange Act of 1934
Subject Company: Comptek Research, Inc.
Commission File Number: 001-08502
THE FOLLOWING PRESS RELEASE IS A PRELIMINARY COMMUNICATION PRIOR TO THE
COMMENCEMENT OF THE TENDER OFFER.
COMPTEK RESEARCH, INC. SECURITY HOLDERS SHOULD READ THE TENDER
OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS MAY GET THE TENDER OFFER
STATEMENT WHEN FILED AND OTHER FILED DOCUMENTS AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (WWW.SEC.GOV)
Contact: Jim Taft (Media) (310) 201-3335
Gaston Kent (Investors) (310)201-3423
For Immediate Release
NORTHROP GRUMMAN TO ACQUIRE
COMPTEK RESEARCH, INC.
LOS ANGELES, Calif. -- June 12, 2000 -- Northrop Grumman
Corporation (NYSE: NOC) announced today that it has signed a
definitive agreement to acquire Comptek Research Inc. (AMEX: CTK)
of Buffalo, N.Y., in a stock-for-stock transaction. The
acquisition of Comptek Research, an electronic warfare (EW) and
information dominance company with fiscal year 2000 revenues of
$145 million, reflects Northrop Grumman's continuing strategic
thrust into electronic battle management, C4I and information
warfare.
For each share of Comptek common stock, stockholders of
Comptek will receive a fraction of a Northrop Grumman share. The
amount will be determined by dividing $20.75 by the average
closing price on the New York Stock Exchange for Northrop Grumman
common stock during the 20 trading days ending the business day
prior to the effective date of the registration statement and
proxy statement to Comptek shareholders. In no event will the
exchange ratio be more than 0.2804:1 or less than 0.2470:1.
Should the average closing price of Northrop Grumman common stock
be less than $74 per share during this 20-day period, Comptek has
the right to terminate the transaction, subject to Northrop
Grumman's discretionary right to adjust the value.
Northrop Grumman also reported today the sale of its
commercial aerostructures business to The Carlyle Group. The
company said the acquisition of Comptek Research does not change
its earnings guidance for 2000.
"This acquisition is an excellent strategic fit and enhances
our leadership position in advanced battle management and EW
systems integration," said Kent Kresa, Northrop Grumman's
chairman, president and chief executive officer. "Comptek's
expertise in electronic warfare simulation and stimulation,
threat analysis, mission planning and precision targeting will
help create exciting new business opportunities for us."
Comptek, with approximately 1,200 employees across the U.S.
and Canada, provides military systems and services to meet the
needs of its national and international defense customers. The
company's core markets include tactical systems, EW
simulation/stimulation, and technical services.
Following the close of the transaction, Comptek's business
units will be integrated into Northrop Grumman's existing
business operations.
The transaction is subject to normal government reviews and
the approval of Comptek shareholders and is expected to close
within 60 days.
Northrop Grumman had an average of 69.9 million shares
outstanding during the first quarter of 2000. Comptek Research
had approximately 7.5 million equivalent shares outstanding at
the end of its fiscal year on March 31, 2000.
Salomon Smith Barney is financial advisor to Northrop
Grumman in this transaction.
Northrop Grumman Corporation, headquartered in Los Angeles,
is a world-class, high technology company providing innovative
solutions in systems integration, defense electronics and
information technology for its U.S. and international military,
government and commercial customers, as a prime contractor,
principal subcontractor, team member or preferred supplier. The
company had revenues of $9 billion in 1999 and has a workforce of
approximately 45,000 employees.
# # #
0600-89
Note: The forward-looking statements contained in this
release concerning, among other things, the company's
expectations as to the financial results of this transaction and
the future results of operations, deliveries, trends, cash flows,
markets and programs are projections and are necessarily subject
to various risks and uncertainties. Actual outcomes are
dependent upon the company's successful performance of internal
plans, government customers' budgetary restraints, customer
changes in short-range and long-range plans, domestic and
international competition in both the defense and commercial
areas, product performance, continued development and acceptance
of new products, performance issues with key suppliers and
subcontractors, government import and export policies,
termination of government contracts, political processes, legal,
financial and governmental risks related to international
transactions and global needs for military and commercial
aircraft and electronic systems and support as well as other
economic, political, and technological risks and uncertainties
and other risk factors set out in the company's filings from time
to time with the Securities and Exchange Commission, including,
without limitation, the company's report on form 10-K.
Investors and security holders are advised to read the
prospectus to be filed by Northrop Grumman Corporation
with the Securities and Exchange Commission regarding
the business combination transaction referred to in the
foregoing information when the prospectus becomes
available because it will contain important
information. Investors and security holders may obtain
a free copy of the prospectus (when available) and
other related documents filed by Northrop Grumman
Corporation and Comptek Research, Inc. at the
Commission's website at www.sec.gov. The prospectus
and the other documents may also be obtained by
contacting Northrop Grumman Corporation, 1840 Century
Park East, Los Angeles, CA 90067, Attn: Office of the
Secretary.