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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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CALGENE, INC.
(NAME OF SUBJECT COMPANY)
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CALGENE, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
129598 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
LLOYD M. KUNIMOTO
PRESIDENT AND ACTING CHIEF EXECUTIVE OFFICER
CALGENE, INC.
1920 FIFTH STREET
DAVIS, CALIFORNIA 95616
(916) 753-6313
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
------------------------
WITH A COPY TO:
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MARK G. BORDEN, ESQ. STEVEN J. TONSFELDT, ESQ.
HALE AND DORR LLP VENTURE LAW GROUP
60 STATE STREET A PROFESSIONAL CORPORATION
BOSTON, MASSACHUSETTS 02109 2800 SAND HILL ROAD
(617) 526-6000 MENLO PARK, CALIFORNIA 94025
(415) 854-4488
</TABLE>
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of Calgene, Inc. filed with the Securities and
Exchange Commission on April 8, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and restated in its entirety to read as follows:
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<S> <C>
Exhibit 1 Form of Offer to Purchase, dated April 7, 1997.*
Exhibit 2 Form of Letter of Transmittal.*
Exhibit 3 Agreement and Plan of Merger, dated as of March 31, 1997, among Monsanto
Company, Monsanto Acquisition Company and Calgene, Inc.*
Exhibit 4 Amendment to the Amended and Restated Stockholders Agreement, dated as of
March 31, 1997, between Calgene, Inc. and Monsanto Company.*
Exhibit 5 Proxy Statement of Calgene, Inc. dated as of October 10, 1996 relating to the
Company's 1996 Annual Meeting of Stockholders.*
Exhibit 6 Agreement and Plan of Reorganization between Calgene, Inc. and Monsanto
Company dated as of October 13, 1995.*
Exhibit 7 Stock Purchase Agreement between the Calgene, Inc. and Monsanto Company dated
as of September 27, 1996.*
Exhibit 8 Amended and Restated Stockholders Agreement between Calgene, Inc. and Monsanto
Company dated November 12, 1996.*
Exhibit 9 Calgene Credit Facility Agreement between Calgene, Inc. and Monsanto Company
dated as of March 31, 1996.*
Exhibit 10 Gargiulo Credit Facility Agreement between Calgene, Inc. and Monsanto Company
dated as of March 31, 1996.*
Exhibit 11 Letter to Stockholders of Calgene, Inc. dated April 7, 1997.*+
Exhibit 12 Change of Control Employment Agreement between Roger Salquist and Calgene,
Inc. dated as of July 19, 1995.*
Exhibit 13 Change of Control Employment Agreement between Michael Motroni and Calgene,
Inc. dated as of July 19, 1995.*
Exhibit 14 Restated Certificate of Incorporation of Calgene, Inc.*
Exhibit 15 Text of Joint Press Release issued by Calgene, Inc. and Monsanto Company dated
April 1, 1997.*
Exhibit 16 Opinion of Montgomery Securities, dated March 31, 1997.
Exhibit 17 Complaint filed January 29, 1997, in Obstfeld v. Salquist, et al.*
Exhibit 18 Complaint filed January 29, 1997, in Siegel v. Calgene, Inc., et al.*
Exhibit 19 Complaint filed January 29, 1997, in Susser v. Kunimoto, et al.*
Exhibit 20 Complaint filed January 29, 1997, in Elstein v. Monsanto Company, et al.*
Exhibit 21 Complaint filed January 29, 1997, in Manson v. Fortune, et al.*
Exhibit 22 Complaint filed January 30, 1997, in Settle v. Monsanto Company, et al.*
Exhibit 23 Complaint filed January 31, 1997, in Glickberg v. Monsanto Company, et al.*
Exhibit 24 Complaint filed February 5, 1997, in Lewis v. Monsanto Company, et al.*
Exhibit 25 Order of Consolidation, dated March 10, 1997.*
Exhibit 26 Memorandum of Understanding, dated March 31, 1997.*
</TABLE>
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* Previously filed.
+ Included with Schedule 14D-9 mailed to stockholders.
2
<PAGE> 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ RICHARD J. STONARD
--------------------------------------
Richard J. Stonard
Senior Vice President and Chief
Technical Officer
Dated: April 9, 1997
3
<PAGE> 4
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. EXHIBIT
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<S> <C>
Exhibit 1 Form of Offer to Purchase, dated April 7, 1997.*
Exhibit 2 Form of Letter of Transmittal.*
Exhibit 3 Agreement and Plan of Merger, dated as of March 31, 1997, among Monsanto
Company, Monsanto Acquisition Company and Calgene, Inc.*
Exhibit 4 Amendment to the Amended and Restated Stockholders Agreement, dated as of
March 31, 1997, between Calgene, Inc. and Monsanto Company.*
Exhibit 5 Proxy Statement of Calgene, Inc. dated as of October 10, 1996 relating to the
Company's 1996 Annual Meeting of Stockholders.*
Exhibit 6 Agreement and Plan of Reorganization between Calgene, Inc. and Monsanto
Company dated as of October 13, 1995.*
Exhibit 7 Stock Purchase Agreement between the Calgene, Inc. and Monsanto Company dated
as of September 27, 1996.*
Exhibit 8 Amended and Restated Stockholders Agreement between Calgene, Inc. and Monsanto
Company dated November 12, 1996.*
Exhibit 9 Calgene Credit Facility Agreement between Calgene, Inc. and Monsanto Company
dated as of March 31, 1996.*
Exhibit 10 Gargiulo Credit Facility Agreement between Calgene, Inc. and Monsanto Company
dated as of March 31, 1996.*
Exhibit 11 Letter to Stockholders of Calgene, Inc. dated April 7, 1997.*+
Exhibit 12 Change of Control Employment Agreement between Roger Salquist and Calgene,
Inc. dated as of July 19, 1995.*
Exhibit 13 Change of Control Employment Agreement between Michael Motroni and Calgene,
Inc. dated as of July 19, 1995.*
Exhibit 14 Restated Certificate of Incorporation of Calgene, Inc.*
Exhibit 15 Text of Joint Press Release issued by Calgene, Inc. and Monsanto Company dated
April 1, 1997.*
Exhibit 16 Opinion of Montgomery Securities, dated March 31, 1997.
Exhibit 17 Complaint filed January 29, 1997, in Obstfeld v. Salquist, et al.*
Exhibit 18 Complaint filed January 29, 1997, in Siegel v. Calgene, Inc., et al.*
Exhibit 19 Complaint filed January 29, 1997, in Susser v. Kunimoto, et al.*
Exhibit 20 Complaint filed January 29, 1997, in Elstein v. Monsanto Company, et al.*
Exhibit 21 Complaint filed January 29, 1997, in Manson v. Fortune, et al.*
Exhibit 22 Complaint filed January 30, 1997, in Settle v. Monsanto Company, et al.*
Exhibit 23 Complaint filed January 31, 1997, in Glickberg v. Monsanto Company, et al.*
Exhibit 24 Complaint filed February 5, 1997, in Lewis v. Monsanto Company, et al.*
Exhibit 25 Order of Consolidation, dated March 10, 1997.*
Exhibit 26 Memorandum of Understanding, dated March 31, 1997.*
</TABLE>
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* Previously filed.
+ Included with Schedule 14D-9 mailed to stockholders.
<PAGE> 1
EXHIBIT 16
[MONTGOMERY LOGO IN DTP]
March 31, 1997
Special Committee of the Board of Directors
Members of the Board of Directors
Calgene, Inc.
1920 Fifth Street
Davis, CA 95616
Gentlemen:
We understand that Calgene, Inc., a Delaware corporation (the "Company"),
Monsanto, a Delaware corporation ("Monsanto"), and Monsanto Acquisition Company,
Inc., a Delaware corporation and a wholly-owned subsidiary of Monsanto
("Purchaser") expect to enter into an Agreement and Plan of Merger (the
"Agreement") pursuant to which Purchaser will commence a tender offer to
purchase for cash all of the outstanding shares of the Company's common stock at
$8.00 per share (the "Offer"). Pursuant to the terms and subject to the
conditions of the Agreement, after consummation of the Offer, the Purchaser will
be merged with and into the Company, which will be the surviving entity (the
"Merger"). In the Merger, all shares of the Company's common stock (other than
(i) shares held by the Company as treasury stock; (ii) shares held by Monsanto,
Purchaser or any of their respective subsidiaries; and (iii) shares as to which
dissenters' rights have been perfected) will be exchanged for cash equal to the
amount per share paid in the Offer. The terms and conditions of the Offer and
the Merger are set forth in more detail in the Agreement.
We have been engaged as financial advisor to the Special Committee of the
Board of Directors of the Company (the "Special Committee") in its consideration
of a possible sale to Monsanto of the publicly traded shares of the Company's
common stock not already owned by Monsanto and its affiliates. In that capacity,
the Special Committee has asked for our opinion as investment bankers as to
whether the consideration to be received by the holders of the Company's common
stock (other than Monsanto and its affiliates) pursuant to the Offer and the
Merger is fair to such stockholders from a financial point of view, as of the
date hereof. As you are aware, we were not retained to, nor did we, advise the
Company or the Special Committee with respect to alternatives to the Offer and
the Merger or the Company's underlying decision to proceed with or effect the
Offer and the Merger. Further, we were not requested to, nor did we, solicit or
assist the Company in soliciting indications of interest from third parties for
all or any part of the Company.
In connection with our opinion, we have, among other things: (i) reviewed
certain publicly available financial and other data with respect to the Company,
including the financial statements for recent years and interim periods to
September 30, 1996 and certain other relevant financial and operating data
relating to the Company made available to us from published sources and from the
internal records of the Company; (ii) reviewed the financial terms and
conditions of the Agreement in the form provided to us by the Company; (iii)
reviewed certain publicly available information concerning the trading of, and
the trading market for, the Company's common stock; (iv) compared the Company
from a financial point of view with certain other companies which we deemed to
be relevant; (v) considered the financial terms, to the extent publicly
available, of selected recent business combinations which we deemed to be
comparable, in whole or in part, to
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<PAGE> 2
Special Committee of the Board of Directors
Calgene, Inc.
March 31, 1997
Page 2
the Offer and the Merger; (vi) reviewed and discussed with representatives of
the management of the Company certain information of a business and financial
nature, furnished to us by the Company, including financial forecasts and
related assumptions of the Company; (vii) made inquiries regarding and discussed
the Agreement and other matters related thereto with the Company's counsel; and
(viii) performed such other analyses and examinations as we deemed appropriate.
In connection with our review, we have not assumed any obligation
independently to verify the foregoing information and have relied on its being
accurate and complete in all material respects. With respect to the financial
forecasts for the Company provided to us by management, as a result of
discussions among us, representatives of management of the Company and the
Special Committee, such forecasts were adjusted to reflect more conservative
assumptions regarding the development and market penetration of certain products
and to reflect Monsanto's $50 million investment in the Company at $8.00 per
share in November 1996. Upon the advice and with the consent of management of
the Company and the Special Committee, we have assumed for purposes of our
opinion that the unadjusted forecasts were reasonably prepared on bases
reflecting the best available estimates and judgments of the Company's
management at the time of preparation as to the future financial performance of
the Company and that such forecasts, as adjusted, provide a reasonable basis
upon which we can form our opinion. We have also assumed that there have been no
material changes in the Company's assets, financial condition, results of
operations, business or prospects since the date of its last financial
statements available to us. Although we were aware of the asset write-downs and
restructuring expenses reflected in the Company's announcement of its financial
results for the quarter ended December 31, 1996, we did not revise our financial
analyses to take into account developments (other than Monsanto's $50,000,000
investment in the Company) after September 30, 1996. We have relied on advice of
counsel to the Special Committee and counsel and independent accountants to the
Company as to all legal and financial reporting matters with respect to the
Special Committee, the Company, the Agreement, the Offer and the Merger. We have
assumed that the Offer and the Merger will be consummated in a manner that
complies in all respects with the applicable provisions of the Securities
Exchange Act of 1934, as amended, and all other applicable federal and state
statutes, rules and regulations. In addition, we have not assumed responsibility
for making an independent evaluation, appraisal or physical inspection of any of
the assets or liabilities (contingent or otherwise) of the Company, nor have we
been furnished with any such appraisals. The Company has informed us, and we
have assumed, that the Merger will be recorded as a purchase under generally
accepted accounting principles. Finally, our opinion is based on economic,
monetary and market and other conditions as in effect on, and the information
made available to us as of, the date hereof. Accordingly, although subsequent
developments may affect this opinion, we have not assumed any obligation to
update, revise or affirm this opinion.
We have further assumed with your consent that the transactions
contemplated by the Agreement will be consummated in accordance with the terms
described in the Agreement, without any further amendments thereto, and without
waiver by the Company of any of the conditions to its obligations thereunder.
We have acted as financial advisor to the Special Committee in connection
with the Offer and the Merger and will receive a fee for our services, including
rendering this opinion, a significant portion of which is contingent upon the
consummation of the Offer. In the ordinary course of business, we actively trade
the equity securities of the Company and Monsanto for our own account and for
the accounts of customers and, accordingly, may at any time hold a long or short
position in such securities. We have also performed various investment banking
services for the Company, including acting as advisor to the Company in
connection with the sale of 49.9% of the Company to Monsanto in March 1996, and
acting as co-manager of an underwritten public offering of Calgene Common Stock
in January 1993 and as lead manager of an underwritten public offering of
Calgene Common Stock in October 1994.
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<PAGE> 3
Special Committee of the Board of Directors
Calgene, Inc.
March 31, 1997
Page 3
Based upon the foregoing and in reliance thereon, it is our opinion as
investment bankers that the consideration to be received by the holders of the
Company's common stock (other than Monsanto and its affiliates) pursuant to the
Offer and the Merger is fair to such stockholders from a financial point of
view, as of the date hereof.
This opinion is furnished pursuant to our engagement letter, dated February
26, 1997. This opinion is addressed to the Special Committee and the Company's
Board of Directors only and is not intended to be and shall not be deemed to be
a recommendation to any stockholder as to whether to accept the consideration to
be offered to such stockholder pursuant to the Offer or as to how such
stockholder should vote with respect to the Merger, if any vote is required.
Except as provided in such engagement letter, this opinion may not be used or
referred to by the Special Committee, the Company's Board of Directors or the
Company, or quoted or disclosed to any person in any manner, without our prior
written consent, which consent is hereby given to the inclusion of this opinion
in any Schedule 14D-1, Schedule 13E-3 or Schedule 14D-9 filed with the
Securities and Exchange Commission in connection with the Offer or the Merger.
Very truly yours,
/s/ MONTGOMERY SECURITIES
--------------------------------------
Montgomery Securities
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