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Attached hereto as Exhibits 99(a) and 99(b), respectively, and incorporated herein by this reference are copies of two press releases made on February 9, 1996.
Exhibit 99(a) relates to the proposed sale of substantially all of the businesses in the registrant's Information Systems and Services segment. The proposed sale, which has been structured as a recapitalization and is expected to be completed in the second half of 1996, is subject to corporate and governmental regulatory approvals and certain significant conditions to closing, including the implementation of certain computer systems. The sale is expected to result in a gain to the registrant.
Exhibit 99(b) relates to the authorization by the registrant's directors of a program to purchase up to 10,000,000 shares of the registrant's Common Stock on the open market. The registrant expects to purchase the shares from time to time over the next 18 months, depending on and subject to market conditions.
TRW Inc. today announced an agreement with a privately held corporation capitalized by Bain Capital, Inc., and Thomas H. Lee Company relating to the spinoff of TRW's information services business (IS&S) in a transaction valued at over $1 billion. The sale, which will be structured as a recapitalization, is expected to be completed in the second half of the year.
In announcing the agreement, Joseph T. Gorman, chairman and chief executive officer of TRW Inc., said, "In conjunction with the recapitalization, TRW will receive cash of $1.010 billion and retain common stock and convertible preferred stock having a face value of $90 million. The stock holdings represent a continuing interest of up to 16 percent of the company."
A related agreement will provide for the use of the TRW trademark for a two-year period. The current IS&S senior management, employees, and facilities will form the nucleus of the new company. Additionally, TRW will hold one seat on the board of the new company.
TRW's IS&S businesses included in the transaction provide consumer and commercial credit information and related services, direct marketing, and real estate information and services. These businesses had revenues of $540.1 million in 1995.
Mr. Gorman said, "We are very pleased that Bain Capital and Thomas H. Lee will be investing in and growing TRW's information business to the continuing benefit of our customers, employees, and shareholders. Over the last five years, this business has become the information industry's showcase for responsible data management."
The proceeds will be used to buy back company stock under a stock repurchase plan authorized by the TRW board of directors. In addition, TRW will continue to explore investment opportunities in high-growth segments of the company's automotive and space and defense businesses.
"This transaction," he said, "underscores our commitment to increase the value of TRW shares by concentrating our resources and energies on TRW's strategic automotive and space and defense businesses. It also places the new organization in an environment where information services is its only business. We see this as a win-win situation, improving the competitiveness of both organizations."
D. Van Skilling, executive vice president in charge of TRW's information systems and services business, said, "I am very excited about the new direction for IS&S. I am also pleased to see TRW's continuing involvement and the new investors' commitment to growth. I look forward to working with them and taking the next steps to build the new enterprise."
Thomas H. Lee Company and Bain Capital, Inc., are two of the leading private equity firms in the United States. Both are headquartered in Boston, Mass.
TRW Inc. announced today that its board of directors has approved a program to purchase 10 to 15 percent of its outstanding common stock over the next 18 months. The stock purchase of approximately $550 million to $850 million, based on current market prices, reflects management's confidence in the company's future.
This purchase will use the proceeds of the sale of the information services portion of the company's Information Systems & Services business. An agreement to sell this business was announced today.
"The purchase will result in increased shareholder value and an improved capital structure," said Joseph T. Gorman, chairman and chief executive officer. "The purchase complements our exploration of other strategic actions, including acquisitions in our two remaining core businesses -- automotive and space and defense."
Shares will be purchased in the open market or in privately negotiated transactions.
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