TRW Reaches Definitive Agreement To Sell Nelson Stud Welding Business

13 January 2000

TRW Reaches Definitive Agreement To Sell Nelson Stud Welding Business

    CLEVELAND--Jan. 13, 2000--TRW Inc. today announced it has reached a definitive agreement to sell its Nelson(R) Stud Welding business to FabriSteel Products Inc. headquartered in Taylor, Michigan.
    Terms of the transaction, which is expected to be completed by the end of first quarter 2000, were not disclosed. During the transition, TRW and FabriSteel Products will work together to meet all customer requirements.
    FabriSteel Products Inc. is the industry leader in the design and production of proprietary, system-fed, self-piercing fasteners and installation systems, cold rolled steel wire for the automotive industry, engine bolts for medium and heavy duty trucks, bolts and nuts for power generation equipment, and bushings and pins for military tracked vehicles. The company was acquired in 1998 by Citicorp Venture Capital Ltd. and the management team of FabriSteel group of companies. Citicorp Venture Capital invested in FabriSteel Products to pursue its consolidation strategy within the global engineered fasteners industry.
    TRW Nelson Stud Welding is the world's leading producer of stud welding fasteners and equipment. "We are selling this non-core business," said Joseph T. Gorman, chairman and chief executive officer, "as part of our strategy to reduce debt incurred by TRW's acquisition of LucasVarity in 1999. We remain committed to net proceeds from asset sales in the range of $1.2 billion to $1.5 billion through the sale of businesses and, as necessary, through sales of other non-revenue-producing assets," said Gorman.
    "We are pleased with the sale of Nelson Stud Welding to FabriSteel Products Inc. which is committed to investing in and growing this business. More broadly, we are pleased with our overall progress in reducing debt." TRW announced the closing of its diesel business sale to Delphi for $875 million on Monday, January 10.
    According to Rex Ogg, chief executive officer and president of FabriSteel, "This acquisition is in keeping with our strategy to broaden our product offering and efficiently expand FabriSteel's sales and marketing reach. The Nelson Stud Welding name is recognized internationally and brings us complementary technologies, an established European manufacturing presence, new markets such as shipbuilding and construction, and an international direct sales organization."
    TRW's Nelson Stud Welding business, headquartered in Elyria, Ohio, employs over 400 people in 11 locations around the world, including its European headquarters in Gevelsberg, Germany. Serving the industrial, construction, shipbuilding, power generation and automotive industries, Nelson Stud Welding products include manual, automatic and robotic stud welding systems as well as cold formed studs, shear connectors and machined fasteners.
    Important factors that could cause TRW's actual results to differ materially from the forward-looking statements contained in this release include the ability to close the transactions described herein, and to realize cash from operations, which may be affected by a number of matters including the company's ability to achieve customer awards and funding, realize cost reductions, mitigate pricing pressure, and effectively implement the restructuring program and the integration of LucasVarity into the company. Additional factors can be found in Item 7, "Management's Discussion and Analysis--Forward- Looking Statements," in the company's most recent Quarterly Report on Form 10-Q. TRW undertakes no obligation to update any forward-looking statement.
    FabriSteel Products Inc. is comprised of Fabri-Steel Manufacturing (Taylor and Romulus, MI), Profile Steel & Wire (Redford and Novi, MI), The Ferry Cap & Set Screw Company (Cleveland, OH), Fabri-Steel Limited (Newton Aycliffe, UK) and Specialty Bar Products Company (Blairsville, PA and Greenville, SC).
    TRW provides advanced technology products and services for the global automotive, aerospace and information systems markets. The company's news releases are available through TRW's corporate Web site (http://www.trw.com).