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No Winner Emerges After Grumman Deadline Passes : Defense: Northrop and Martin Marietta are to be informed on Monday which suitor had the best offer.

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TIMES STAFF WRITER

Grumman Corp.’s deadline for final bids from defense rivals Northrop Corp. and Martin Marietta Corp. passed Thursday with no clear picture of which suitor holds the upper hand in the unusual takeover fight.

All three companies refused to say whether either bidder submitted new offers, but investors left for the Easter weekend convinced that Grumman would fetch an even higher price. Grumman’s stock rose 75 cents, to $64.625 a share, in New York Stock Exchange composite trading.

Northrop already has offered to pay $60 a share, or $2.04 billion, for the Bethpage, N.Y.-based company, while Martin Marietta has bid $55 a share, or $1.93 billion.

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Grumman, though, asked for a last round of sealed bids to end the takeover fight quickly. The company plans to evaluate the offers over the long weekend and announce the winner Monday morning.

But it could well be that the matter will not be resolved by Monday. Los Angeles-based Northrop earlier this week blasted the auction as unfair, and there has been widespread speculation that the company will either boycott the auction or go to court if Grumman embraces a new bid from Martin Marietta.

Northrop tried Wednesday to scrap the auction plan by giving Grumman’s board 24 hours to accept a sweetened price of $62 a share, or $2.11 billion. But the directors snubbed that proposal, and it expired as scheduled at noon on Thursday.

As Grumman closed its auction, there was debate among merger experts and those close to the takeover battle over the wisdom of Grumman’s actions.

Northrop and Bethesda, Md.-based Martin Marietta, after all, have made their existing bids via tender offers that are already outstanding. The question often asked has been: Why not just let the two companies adjust their tender offers as they wish, until the highest price wins?

By its nature, a tender offer is aimed directly at the stockholders, who decide whether to tender their shares for the best price regardless of what the company’s directors think.

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Some observers think Grumman’s directors chose the auction mainly to show they are doing their fiduciary duty to weigh all bids fairly, and protect themselves against any future lawsuits by jilted suitors or angry stockholders.

“The board is trying to keep itself from exposure to any breach of fiduciary duty,” said Michael H. Bradley, a professor of business and law at the University of Michigan. This allowed them “to maintain as much control of the process as they can, without being overly intrusive and favoring one group over another,” he said.

One adviser close to Grumman said the auction had another purpose: to quickly flush out a higher offer from Martin Marietta, which has been largely silent since Northrop jumped into the fray three weeks ago. “They felt this was the best way to get Martin to raise its bid,” he said.

Yet Martin Marietta’s tender offer is due to expire on Monday, and Grumman’s board would have had to wait only a few extra days to see whether Martin Marietta would have raised its price or let its offer lapse.

One major Grumman stockholder endorsed the auction concept on the grounds that it is important to avoid a prolonged takeover brawl.

“With defense spending declining,” said Harold Levy, senior vice president of the investment firm Arnhold & S. Bleichroeder in New York, “I don’t think it’s good for the industry to have companies fighting over each other . . . because that’s going to cause people to think maybe we misjudged how bad things are in this business.”

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