NOC Northrop Grumman Corp Holding Co

COLUMBIA, Md., Jan. 10 /PRNewswire-FirstCall/ -- Essex Corporation (NASDAQ:KEYW) announced that at a special meeting of the shareholders held today, Essex shareholders voted in favor of the proposed acquisition of Essex by Northrop Grumman Space & Mission Systems Corp., a subsidiary of Northrop Grumman Corporation (NYSE:NOC). Of the 80% of outstanding Essex shares voted, approximately 97% were cast in favor of the proposed acquisition. Pursuant to the terms of the merger agreement for the proposed acquisition, holders of Essex common stock will receive $24.00 in cash for each share of common stock they own at the closing of the transaction. In addition to today's shareholder approval, completion of the proposed acquisition requires clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and is subject to customary closing conditions. Northrop Grumman re-filed the HSR notification on January 3, 2007. Essex anticipates that the acquisition will close during Q1 2007, shortly after it clears federal antitrust regulatory review. About Essex: Essex provides advanced signal, image, information processing, information assurance and cyber-security solutions, primarily for U.S. Government intelligence and defense customers, as well as for commercial customers. We create our solutions by combining our services and expertise with hardware, software, and proprietary and patented technology to meet our customers' requirements. For more information contact Essex Corporation, 6708 Alexander Bell Drive, Columbia MD 21046; Phone 301.939.7000; Fax 301.953.7880; E-mail , or on the Web at http://www.essexcorp.com/. This press release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward looking. Factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements include: the satisfaction of the conditions to closing under the definitive merger agreement, including receipt of federal antitrust regulatory approval; general industry and market conditions; the ability of either company to achieve future business objectives; and the risk that the perceived advantages of the transaction, if consummated, may not be achieved. More detailed information about these and other factors that could cause actual results to differ materially from those described in the forward-looking statements is set forth in Essex's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. Essex is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. Contact: Leonard E. Moodispaw Chairman, CEO & President 301.939.7000 DATASOURCE: Essex Corporation CONTACT: Leonard E. Moodispaw, Chairman, CEO & President of Essex Corporation, +1-301-939-7000 Web site: http://www.essexcorp.com/

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