Filer: Comptek Research, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No. 1-8502
For Presidents to read at employee "All Hands" meetings.
This morning, Comptek issued the following important
announcement to the media:
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.
Actual integration plans have yet to be formulated.
However, it is anticipated that operational issues and
resulting organizational structures will be resolved over
the next several weeks preceding transaction closing. As
additional information is received regarding the transaction
and post-transaction plans, we will inform everyone
accordingly.
