Fincantieri – Cantieri Navali Italiani S.p.A., a world leader in the commercial and naval shipbuilding industry, today announced that it has signed a definitive acquisition agreement to acquire the Manitowoc Marine Group (MMG), from its parent company, The Manitowoc Company, Inc. [NYSE: MTW].

Lockheed Martin Corporation [NYSE: LMT] has agreed to be a minority investor with Fincantieri in the proposed acquisition.

The transaction, that is valued at approx. US$ 120 Million (subject to certain closing adjustments), is an all-cash deal that is anticipated to close at the end of 2008.

The Boards of Directors of Fincantieri and Manitowoc have approved the terms of the agreement.

The transaction is subject to customary closing conditions, including clearance from the U.S. antitrust authorities. It will also be reviewed by the Committee on Foreign Investment in the U.S..

MMG is one of the leading mid-sized shipbuilders in the United States for commercial and government customers, including the U.S. Navy and U.S. Coast Guard.  MMG is comprised of two shipyards – Marinette Marine Corporation (Marinette, WI) and Bay Shipbuilding Company (Sturgeon Bay, WI) – and a topside repair yard in Cleveland, OH. MMG employs a workforce of approx. 1,590 and in FY2007 generated revenues of approx. US$ 320 Million, which are expected to increase in FY2008.

The acquisition of MMG responds to the U.S. Navy’s expressed desires that U.S. shipyards adopt best practices from leading international counterparts. With a proven record of delivering complex military and commercial ships, on time and on budget at a firm fixed price, Fincantieri will bring to the U.S. market its extensive expertise in modern ship design and construction methods, thus greatly enhancing the technological capability and production processes at the yards of MMG.

Fincantieri plans to invest in modernizing MMG’s facilities, thereby increasing efficiency and productivity, significantly benefiting MMG’s U.S. Navy and U.S. Coast Guard customers, as well as the shipyards’ employees and the local communities where they live and work.

“This acquisition represents a significant step in pursuing the growth of Fincantieri and its naval business overseas” said Giuseppe Bono, Chief Executive Officer of Fincantieri. “Further, we achieve a key milestone in the implementation of our Business Plan”.

“This will enhance the Littoral Combat Ship team’s ability to deliver high quality and high value ships to support the U.S. Navy’s critical mission,” said Fred P. Moosally, President of Lockheed Martin’s Maritime Systems & Sensors business.

UBS Investment Bank is acting as sole financial advisor to Fincantieri, with Morgan Lewis and Bockius LLP as legal advisor and Pricewaterhouse Coopers TS as due diligence advisor.