Filed by Monsanto Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Monsanto Company
Commission File No. 001-02516
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
[Detrol logo]
Annual Sales
o Sales of $325+ million
o #1 OAB product in the US and WW
o Japan filing 2001
Detrol OD Reduces Incontinence Episodes
[Bar chart with percentages on the vertical axis ranging from 0% to -60% and
"OD," "IR" and "Placebo" on the horizontal axis, providing the following
information:
OD between -50% and -60% (closer to -50%) P = 0.0001
IR between -40% and -50% P = 0.005
Placebo between -20% and -30% (closer to -30%) --]
Study also shows:
o Reduced micturitions
o Increased volume voided
o Reduced # pads used
OAB TRXs - US (000)
o Q4 '99 Detrol NRx growth exceeds market
o Grow share
o Grow the market
[Bar chart, providing the following information:
Jan 1998 358
<PAGE>
Jan 1999 594
Dec 1999 856
The "Jan 1998" bar is labeled "Competitive Products." The "Jan 1999" and the
"Dec 1999" bars are divided into colored segments labeled "Competitive Products"
and "Detrol Market Share" with "46%" appearing in the colored segments
corresponding to "Detrol Market Share."]
Significant Added Potential for Growth
o New clinical efficacy data Q1 '00
o Searle co-promotion March 1
o Abbott-Alza co-promotion discontinued
o Detrol Once-daily filing Feb '00
1
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
[Celebrex logo]
The Scorecard . . . Watch These!
Celebrex Vioxx %
- -----------------------------------------------------------------
1999 Total Sales ($B) 1.5 0.5
4Q Global Sales Run Rate ($B) 2.0 1.0
TRx - 4Q (MMs) 5.6 3.0
NRx - 4Q (MMs) 2.8 1.9
Refill Ratio (YE99) 2.1 1.6
Days of Therapy TRx (YE99) 32.0 29.2
- -----------------------------------------------------------------
Value per NRx (YE99) $170 $115 +48%
- -----------------------------------------------------------------
Managed Care Lives 52.1 8.0
w/ ("Preferred" Status) (MMs)
Number of US Patients (MMs) 6.4 2.1
Celebrex Benchmark
- - US Cumulative Sales
IMS Sales ($ Millions)
[Line graph with IMS Sales in millions of dollars ranging from 0 to 1,400 on the
vertical axis and months ranging from 1 to 12 on the horizontal axis, providing
the following information:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
4 Months 8 Months 12 Months
Celebrex 01/99 between 200 and 400 between 600 and 800 approximately 1,200
Vioxx 05/99 between 0 and 200 between 200 and 400 --
Voltaren 08/88 between 0 and 200 between 0 and 200 approximately 200
(closer to 0)
Relafen 02/92 between 0 and 200 between 0 and 200 between 0 and 200
(closer to 0) (closer to 200)
Arthrotec 01/98 between 0 and 200 between 0 and 200 between 0 and 200
(closer to 0) (closer to 200)
</TABLE>
IMS Retail and Provider Perspective - All Channels
Note: Month 1 for Sales may be different than for
Prescription/Promotion Voltaren includes Retail
and Non-Federal Hospital Channels only
2
<PAGE>
PHARMACIA CORP - A First Tier Pharma Competitor with a First Tier Growth Rate
CELEBREX LEADERSHIP
o Leading global arthritis drug established through record launches
o Most successful product launch ever in pharmaceutical history
o Lead Merck in virtually every performance metric
o Turbo charge with PHARMACIA CORP. management.
o Immediate European launch and rest of world roll-out will leverage PHARMACIA
CORP.'s combined muscle
o DTC and life cycle management strategies in place to augment leadership
position
o Continued scientific leadership of COX-2 franchise increasingly apparent with
3rd entrant (parecoxib) and 4th entrant (valdecoxib) in sight
FAP REGRESSION/PREVENTION
[Bar chart with "Percentage Change from Baseline" on the vertical axis, "Number
of Colorectal Polyps" on the top horizontal axis, and "Randomized" on the bottom
horizontal axis, providing the following information:
Percent Change from Baseline N
Placebo approximately -5, with a "t" extending to between -5 and -10 15
100 mg BID between -10 and -15, with a "t" extending to between -15 and 32
-20
400 mg BID between -25 and -30 (closer to -30), with a "t" extending to 30
between -30 and -35
The "400 mg BID" bar cites a footnote that reads "p=0.004 versus placebo"]
CELEBREX, PARECOXIB, AND VALDECOXIB EXPAND OPPORTUNITY...
[Pie chart divided into three pieces. One piece is divided into two slices
labeled "Injectable" and "Narcotics $3," one piece is divided into two slices
labeled "Injectable" and "NSAIDS $7," and one piece is divided into two slices
labeled "Injectable ketorolac" and "Analgesics $6." Next to and between the
piece labeled "Injectable"/"Narcotics" and the piece labeled "Analgesics
$6"/"Injectable ketorolac" are the words, listed in a column, "Duragesic,"
"Oxycontin," "Percocet," and "Vicodin." Next to the "Analgesic $6"/"Injectable
ketorolac" piece are the words, listed in a column, "Tylenol," "Tramal
(Ultram)," and "Toradol."]
Total 1999 Est. Sales = $16 Billion
Source: IMS YTD Nov '99 (Top 18 Countries); Mgmt. Est.
3
<PAGE>
These materials contain certain forward-looking statements, including, among
other things, statements regarding each company's or the combined company's
anticipated financial or product performance, pipeline, plans for growth,
expected cost savings from the merger and other statements relating to future
events. These forward-looking statements are based on current expectations, but
actual results may differ materially from anticipated future events or results.
Certain factors which could cause each company's individual and the combined
company's actual results to differ materially from expected and historical
results are described in Monsanto's and Pharmacia & Upjohn's periodic reports
filed with the Securities and Exchange Commission, including Monsanto's and
Pharmacia & Upjohn's 1998 annual reports, on Forms 10-K and Exhibits 99 thereto,
respectively, and the preliminary proxy statement relating to the merger filed
by each Monsanto and Pharmacia & Upjohn on Schedule 14A on January 28, 2000.
The forward-looking information included in these materials filed pursuant to
Rule 425 under the Securities Act of 1933 on February 3, 2000, is based on
information prepared by the managements of Monsanto and Pharmacia & Upjohn,
adjusted to give effect to the merger. The forward-looking information is not
intended to comply with the presentation and disclosure guidelines for
prospective financial information of the Securities and Exchange Commission or
the American Institute of Certified Public Accountants.
The forward-looking information included in these materials filed pursuant to
Rule 425 under the Securities Act of 1933 on February 3, 2000, has been
prepared by, and is the responsibility of, the managements of Monsanto and
Pharmacia & Upjohn. Deloitte & Touche LLP and PricewaterhouseCoopers LLP have
not examined, compiled or performed any procedures with respect to the
forward-looking information and, accordingly, Deloitte & Touche LLP and
PricewaterhouseCoopers LLP do not express an opinion or other form of assurance
with respect thereto and disclaim any association with, the forward-looking
information.
Monsanto and Pharmacia & Upjohn have filed a preliminary joint proxy statement
and prospectus with the United States Securities and Exchange Commission (the
"SEC"). In addition, Monsanto and Pharmacia & Upjohn will be filing a definitive
joint proxy statement/prospectus and other relevant documents concerning the
merger with the SEC. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Monsanto will be available free of charge from
the Secretary of Monsanto at 800 North Lindbergh Blvd., St. Louis, Missouri
63167, Telephone (314) 694-1000. Documents filed with the SEC by Pharmacia &
Upjohn will be available free of charge from the Corporate Secretary of
Pharmacia & Upjohn, 100 Route 206 North, Peapack, NJ 07977, Telephone (888)
768-5501. READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER.
Monsanto, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Monsanto stockholders in
favor of the merger. Information concerning the participants in the solicitation
is set forth in the Current Report on Form 8-K filed by Monsanto with the SEC on
January 25, 2000.
Pharmacia & Upjohn, its directors, executive officers and certain other members
of management and employees may be soliciting proxies from Pharmacia & Upjohn
stockholders in favor of the merger. Information concerning the participants in
the solicitation is included in filings under Rule 425 made by Pharmacia &
Upjohn with the SEC on January 27, 2000.
