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EXHIBIT 99.(a)(5)(v)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Common Shares or Preferred Shares (each as defined below). The Offer (as
defined below) is made only by the Offer to Purchase, dated January 5, 2001, and
the related Letters of Transmittal, and any amendments or supplements thereto,
and is being made to all holders of Common Shares and Preferred Shares. The
Offer, however, is not being made to (nor will tenders be accepted from or on
behalf of) holders of Common Shares or Preferred Shares residing in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction. However, Purchaser (as defined below) may, in its discretion, take
such action as it may deem necessary to make the Offer in any jurisdiction and
extend the Offer to holders of Common Shares and Preferred Shares in such
jurisdiction. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(together with associated rights)
of
Litton Industries, Inc.
at
$80.00 Net Per Common Share
and
All Outstanding Shares of Series B $2 Cumulative Preferred Stock
of
Litton Industries, Inc.
at
$35.00 Net Per Preferred Share
by
LII Acquisition Corp.
a wholly owned subsidiary of
Northrop Grumman Corporation
LII Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of Northrop Grumman Corporation, a Delaware corporation
("Parent"), is offering to purchase all of the outstanding shares of common
stock, par value $1.00 per share (together with the associated rights to
purchase preferred stock of Litton Industries, Inc. (the "Company") pursuant to
the Rights Agreement dated as of August 17, 1994 between the Company and The
Bank of New York, the "Common Shares") and all of the outstanding shares of
Series B $2 Cumulative Preferred Stock, par value $5.00 per share (the
"Preferred Shares"), of the Company, at a price of $80.00 per Common Share and
$35.00 per Preferred Share, net to the seller in cash, less any required
withholding of taxes and without payment of any interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January
5, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal
for the Common Shares and the related Letter of Transmittal for the Preferred
Shares (each individually, a "Letter of Transmittal," together, the "Letters
of Transmittal," and which, together with the Offer to Purchase, as each may be
amended or supplemented from time to time, collectively constitute the "Offer").
Tendering stockholders who have Common Shares and/or Preferred Shares
registered in their names and who tender directly will not be charged brokerage
fees or commissions or, subject to Instruction 6 of the Letters of Transmittal,
transfer taxes on the purchase of Common Shares and/or Preferred Shares pursuant
to the Offer. Stockholders who hold their Common Shares and/or Preferred Shares
through a broker or bank should consult such institution as to whether it
charges any service fees. Parent or Purchaser will pay all charges and expenses
of the Depositary, the Information Agent and the Dealer Manager incurred in
connection with the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 2, 2001, UNLESS THE OFFER IS EXTENDED.
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The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 21, 2000 (the "Merger Agreement"), among Parent, Purchaser and
the Company, pursuant to which, after completion of the Offer and the
satisfaction or waiver of certain conditions, Purchaser will be merged with and
into the Company and the Company will be the surviving corporation (the
"Merger"). On the effective date of the Merger (the "Effective Time"), each
outstanding Common Share (other than Common Shares held in the Company's
treasury, by any subsidiary of the Company, or by Parent, Purchaser or any
subsidiary of Parent or by stockholders who have properly perfected appraisal
rights under Delaware law) will by virtue of the Merger, and without any
action by the holder thereof, be cancelled and converted into the right to
receive $80.00 per Common Share in cash, or any higher price paid pursuant to
the Offer without interest. The Merger Agreement is more fully described in
section 12 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY (I) HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT, THE OFFER AND THE MERGER, (II) HAS UNANIMOUSLY DETERMINED THAT
THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTEREST OF, THE HOLDERS
OF COMMON SHARES, AND (III) UNANIMOUSLY RECOMMENDS THAT THE COMMON STOCKHOLDERS
ACCEPT THE OFFER AND TENDER THEIR COMMON SHARES PURSUANT TO THE OFFER. THE
BOARD OF DIRECTORS OF THE COMPANY IS NOT MAKING ANY RECOMMENDATION TO HOLDERS OF
PREFERRED SHARES AS TO WHETHER THEY SHOULD ACCEPT THE OFFER AND TENDER THEIR
PREFERRED SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A TOTAL OF AT
LEAST 25,562,006 COMMON SHARES AND PREFERRED SHARES, WHICH REPRESENTS A MAJORITY
OF THE TOTAL OUTSTANDING COMMON SHARES AND PREFERRED SHARES ON A FULLY-DILUTED
BASIS, AND (II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD
UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENT ACT OF 1976, AS AMENDED, AND,
TO THE EXTENT REQUIRED, THE APPROVAL OF THE MERGER BY THE COMMISSION OF THE
EUROPEAN UNION UNDER REGULATION (EEC) NO. 4064/89 OF THE COUNCIL OF THE EUROPEAN
UNION. THE OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Common Shares and Preferred Shares validly
tendered and not withdrawn as, if and when Purchaser gives oral or written
notice to EquiServe Trust Company (the "Depositary") of its acceptance for
payment of such Common Shares and Preferred Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for
Common Shares and Preferred Shares accepted for payment pursuant to the Offer
will be made by deposit of the purchase price therefor with the Depositary,
which will act as agent for all tendering stockholders for the purpose of
receiving payments from Purchaser and transmitting such payments to tendering
stockholders whose Common Shares and/or Preferred Shares have been accepted for
payment.
In all cases, payment for Common Shares and Preferred Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing the Common Shares and/or Preferred
Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to such Common Shares and/or Preferred Shares, (ii) a Letter of
Transmittal to tender Common Shares and/or a Letter of Transmittal to tender
Preferred Shares (or a manually signed facsimile therof), properly completed and
duly executed, with any required signature guarantees of, in the case of a book-
entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu
of such Letter of Transmittal, and (iii) any other documents required by the
Letter of Transmittal. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE
OFFER PRICE FOR TENDERED COMMON SHARES AND TENDERED PREFERRED SHARES, REGARDLESS
OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
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The purpose of the Offer is to acquire control of, and the entire common
equity interest in, the Company. The Offer is subject to certain conditions set
forth in the Offer to Purchase. If any such condition is not satisfied,
Purchaser may, except as provided in the Merger Agreement, (i) terminate the
Offer and return all tendered Common Shares and all tendered Preferred Shares to
tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights
as set forth below, retain all such Common Shares and Preferred Shares until the
expiration of the Offer as so extended, (iii) waive such condition and purchase
all Common Shares and Preferred Shares validly tendered and not withdrawn prior
to the expiration of the Offer, or (iv) delay acceptance for payment or payment
for Common Shares and Preferred Shares, subject to applicable laws, until
satisfaction or waiver of the conditions to the Offer.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, February 2, 2001, unless and until Purchaser, in its sole discretion
(but subject to the terms of the Merger Agreement), shall have extended the
period of time during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date on which the Offer, as so
extended by Purchaser, shall expire. Subject to the applicable rules and
regulations of the Securities and Exchange Commission, applicable law and the
terms of the Merger Agreement, Purchaser expressly reserves the right, in its
sole discretion, at any time, from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary. Any such extension will be followed as promptly as
possible by a public announcement thereof not later than 9:00 a.m., New York
City time, on the next business day after the day on which the Offer is
scheduled to expire. During any such extension, all Common Shares and Preferred
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw its Common Shares
and/or Preferred Shares.
Tenders of Common Shares and Preferred Shares made pursuant to the Offer
are irrevocable except that such Common Shares and Preferred Shares may be
withdrawn at any time prior to Friday, February 2, 2001. Thereafter, such
tenders are irrevocable, except that they may be withdrawn at any time after
Tuesday, March 6, 2001, unless theretofore accepted for payment as provided in
the Offer to Purchase.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the Common Shares
and/or Preferred Shares to be withdrawn, the number of Common Shares and/or
Preferred Shares to be withdrawn and the names in which the certificate(s)
evidencing the Common Shares and/or Preferred Shares to be withdrawn are
registered, if different from the name of the person who tendered such Common
Shares and/or Preferred Shares. The signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the Offer to
Purchase), unless such Common Shares and/or Preferred Shares have been tendered
for the account of any Eligible Institution. If Common Shares and/or Preferred
Shares have been tendered pursuant to the procedures for book-entry transfer as
set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
(as defined in the Offer to Purchase) to be credited with the withdrawn Common
Shares and/or Preferred Shares and must otherwise comply with such Book-Entry
Transfer Facility's procedures. If certificates for Common Shares and/or
Preferred Shares to be withdrawn have been delivered or otherwise identified to
the Depositary, the name of the registered holder and the serial numbers of the
particular certificates evidencing the Common Shares and/or Preferred Shares to
be withdrawn must also be furnished to the Depositary as aforesaid prior to the
physical release of such certificates. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by Purchaser or its designee, in its sole discretion, which
determination shall be final and binding. None of Purchaser, Parent, the Dealer
Manager (listed below), the Depositary, the Information Agent (listed below) or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Withdrawals of tenders of Common Shares and/or
Preferred Shares may not be rescinded, and any Common Shares and/or Preferred
Shares properly withdrawn will be considered not validly tendered for purposes
of the Offer. However, withdrawn Common Shares and/or Preferred Shares may be
retendered by following one of the procedures described in Section 3 of the
Offer to Purchase at any time prior to the Expiration Date.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is contained in the Offer to Purchase and is
incorporated herein by reference.
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<PAGE>
The Company has provided Purchaser with the Company's stockholder list and
security position listings for the purpose of disseminating the Offer to
stockholders. The Offer to Purchase, the related Letters of Transmittal and
other relevant materials will be mailed to record holders of Common Shares and
Preferred Shares and will be furnished to brokers, banks and similar persons
whose names, or the names of whose nominees, appear on the stockholder list or,
if applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Common
Shares and Preferred Shares.
THE OFFER TO PURCHASE AND THE LETTERS OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Stockholders may request additional copies of the Offer to
Purchase, the related Letters of Transmittal and other tender offer materials
from the Information Agent, the Dealer Manager or their broker, dealer,
commercial bank or trust company. Such additional copies will be furnished at
Purchaser's expense. No fees or commissions will be paid to brokers, dealers or
other persons (other than the Information Agent and the Dealer Manager) for
soliciting tenders of Common Shares and/or Preferred Shares pursuant to the
Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER
COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, New York 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Please Call: (800) 223-2064
The Dealer Manager for the Offer is:
SALOMON SMITH BARNEY
388 Greenwich Street
New York, New York 10013
Call Toll Free: (877) 319-4978
January 5, 2001
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