Filer: Comptek Research, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No. 1-8502
For Immediate Release
Contact: Christopher A. Head
Executive Vice President
Comptek Research, Inc.
(716) 677-4070
Comptek To Be Acquired By Northrop Grumman Corporation
BUFFALO, NY, June 12, 2000, -- Comptek Research, Inc. (Amex: CTK)
announced today that it has signed a definitive agreement with
Northrop Grumman Corporation (NYSE : NOC) to be acquired by Northrop
Grumman in a tax-free stock for stock exchange.
The amount of Northrop Grumman stock to be received by Comptek
shareholders shall 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 two business days prior
to the effective date of Northrop Grumman registration statement.
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 $74.00 per share during this 20-day period, Comptek
has the right to terminate the transaction, subject to Northrop
Grumman's discretionary right to enhance the exchange ratio so that
Comptek shareholders receive a minimum value of $20.75 per Comptek
share.
John J. Sciuto, chairman, president, and chief executive officer of
Comptek Research, Inc., said, "We have a long-standing and successful
history with Northrop Grumman. We have been their partner on several
key electronic warfare programs for the U. S. Navy and U. S. Air Force
over the last 20 years. I believe this union to be an excellent
strategic fit for Northrop Grumman, as well as representing significant
value for Comptek's shareholders, and greatly expanded career
opportunities for Comptek's 1,200 employees."
Comptek's financial results have been consistently uptrending for the
last four years, culminating in a record fiscal year that concluded on
March 31, 2000. Comptek reported sales of $145.4 million and net
income of $5.3 million, or $0.83 per diluted share. Current contract
backlog is in excess of $160 million.
Comptek Research, Inc., with subsidiary locations in the United States
and Canada, is a domestic and international supplier of technically
advanced electronics and data communications systems to government and
industry.
CIBC World Markets acted as financial advisor to Comptek in connection
with this transaction.
Closing of the merger is expected to occur within 60 days.
This news release contains forward-looking statements about Comptek's
current expectations for future growth and business opportunities based
on current business conditions. Forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ
materially. These risks and uncertainties include Comptek's dependence
on continued funding of U.S. Department of Defense programs and the
likelihood that actual future revenues that are realized may differ
from those inferred from existing backlog or orders. Other risks and
uncertainties are described in Comptek's 1999 Form 10-K Annual Report
filed with the Securities and Exchange Commission.
Note: Today's news release and Comptek's news releases for the past
year are available on the Internet at http://www.cfonews.com under the
heading "Company News, Comptek Research." Additional information about
Comptek is also available at http://www.comptek.com.
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