EX-99 3 exa20.txt EXHIBIT (A)(20) - PRESS RELEASE Exhibit (a)(20) News Release TRW Inc. [TRW Logo] 1900 Richmond Road Cleveland, OH 44124 For Immediate Release Contact Judy Wilkinson or Barrett Godsey Joele Frank, Wilkinson Brimmer Katcher 212-355-4449 Jay McCaffrey, TRW Media 216-291-7179 Ron Vargo, TRW Investors 216-291-7506 TRW SENDS LETTER TO NORTHROP GRUMMAN Terms Of Confidentiality Agreement Are Appropriate Other Participant Has Signed Confidentiality Agreement CLEVELAND, April 22, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter to Northrop Grumman Corporation (NYSE: NOC): April 22, 2002 W. Burks Terry Corporate Vice President and General Counsel Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 90067-2199 Re: Confidentiality Agreement Dear Mr. Terry: We are deeply disappointed that Northrop Grumman has chosen to negotiate the terms of our confidentiality agreement in the press. Let me set the record straight. TRW is prepared to provide Northrop with access to the same information as it provides to other parties. The confidentiality agreement sent to all interested parties is designed to enable TRW to conduct a process that delivers to TRW shareholders the full value that they deserve from their investment. A confidentiality agreement has already been signed by a participant who will begin receiving information shortly. Northrop has asserted that it wants to proceed with a negotiated transaction, yet has simultaneously insisted on maintaining full flexibility to pursue its hostile offer. Contrary to Northrop's protest, a standstill provision is perfectly appropriate under these circumstances. The integrity of our process is underscored by the fact that our confidentiality agreement did not seek to require Northrop to withdraw its offer or to preclude Northrop from continuing to solicit proxies at TRW's Annual or Special Meetings of Shareholders. Northrop's rhetoric is merely its latest attempt to influence shareholder votes at our Annual Meeting on Wednesday and to exert pressure on TRW's Board for the purpose of forcing an inadequate offer on TRW's shareholders. TRW's Board of Directors has been clear all along - this is all about shareholder value. Unlike Northrop, we have a responsibility to act in the best interests of TRW shareholders. We are working to ensure that TRW shareholders receive the value that is rightfully theirs and Northrop does not have the right to define the playing field. TRW's Board of Directors has clearly demonstrated that it is willing to do what it takes to enhance shareholder value and our Board will continue to do so, regardless of Northrop's pressure tactics. If Northrop is sincerely interested in accessing information and participating in a process that will give Northrop a real opportunity to make its best offer for TRW, TRW is more than happy to accommodate Northrop. Sincerely, /s/ William B. Lawrence Executive Vice President, General Counsel and Secretary TRW provides advanced-technology products and services for the aerospace, systems, and automotive markets. # # #