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TRW Corp., a maker of space, defense and automotive products, rejected an unsolicited $5.9 billion takeover offer from defense giant Northrop Grumman Corp. late Sunday, saying the offer was inadequate.

The TRW board voted unanimously to reject the offer, the company said in a statement shortly before midnight.

TRW said the Northrop Grumman proposal "undervalues" TRW's leadership positions in the space, defense, information systems and automotive parts industries.

"This is all about shareholder value and the Northrop Grumman proposal does not begin to recognize the value of TRW's franchise," said Philip A. Odeen, TRW's chairman.

There was no immediate comment from Northrop. Messages seeking comment were left for company officials early Monday.

Odeen and Kenneth A. Freeman, lead director in TRW's review of the takeover bid, informed Northrop Grumman of the decision in a letter to its chairman, Kent Kresa.

"The board views Northrop Grumman's proposal as an opportunistic attempt to acquire one of the industry's leading space and electronics and systems businesses at a time when TRW's stock price was temporarily depressed after the sudden departure of David Cote, our former chairman, president and chief executive officer," the letter said.

Cote, 49, who had served for just over six months as chairman, president and chief executive, quit Feb. 19 to become CEO of Honeywell. The bid was made three days later.

As part of its offer, Northrop said it would sell TRW's automotive parts business, which accounts for 64 percent of its sales and 58 percent of profits.

Analysts had concluded that Northrop would benefit most from TRW's satellite production unit, which makes satellites used by the military to spy on enemies and coordinate troops, ships and airplanes.

Northrop makes sensors for satellites, but is a relatively small player in the market for military products used in outer space.

Northrop said the deal would generate sales in 2003 of between $26 billion and $27 billion, putting the company slightly ahead of Lockheed Martin in terms of total sales. Lockheed is the largest U.S. defense contractor.

Under terms of the offer, Los Angeles-based Northrop would have exchanged $47 in stock for each share of Cleveland-based TRW.

The offer was an 18 percent premium over the company's closing share price of $39.80 on Feb. 21, the day the offer was outlined to TRW management.

By Thomas J. Sheeran