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Filed by Monsanto Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Monsanto Company
Commission File No. 333-30824
On March 20, 2000, Pharmacia & Upjohn, Inc., a Delaware
corporation ("Pharmacia & Upjohn") and Monsanto Company, a Delaware
corporation, ("Monsanto"), jointly issued the following press release:
FOR IMMEDIATE RELEASE
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MONSANTO AND PHARMACIA & UPJOHN
ANNOUNCE FILINGS OF FORM 10-K
ST. LOUIS AND PEAPACK, N.J. (MARCH 20, 2000) - Monsanto Company (NYSE:
MTC) and Pharmacia & Upjohn, Inc. (NYSE: PNU) today announced that each
company has filed its Form 10-K with the Securities and Exchange
Commission (SEC). Each company's Form 10-K includes its annual
financial information for the year ended December 31, 1999.
Monsanto and Pharmacia & Upjohn entered into a definitive
agreement to create a first-tier competitor in the global pharmaceutical
industry. The companies recently announced that they expect to close
their merger on or before April 1, 2000, assuming regulatory and
shareholder approvals of the merger. The merged company, which will be
named Pharmacia Corporation, plans to hold a shareholders meeting later
this year and to distribute 1999 financial information to shareholders
on or before the date that proxy materials are mailed. As a result,
Monsanto and Pharmacia & Upjohn will not issue their usual annual
reports at this time.
Pharmacia Corporation will have one of the strongest sales forces
in the global pharmaceutical industry, an expansive product portfolio, a
robust pipeline of new drugs, and an annual pharmaceutical
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R&D budget of more than $2 billion. Pharmacia Corporation also will
have one of the world's leading fully integrated agricultural
businesses.
Monsanto and Pharmacia & Upjohn have filed 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 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, the Form 10-K and other 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)
694-3155. The Form 10-K and other 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.
PHARMACIA & UPJOHN MEDIA CONTACT: MONSANTO COMPANY MEDIA CONTACT:
Paul Fitzhenry (908) 901-8770 Jeff Bergau (312) 840-5457
PHARMACIA & UPJOHN ANALYST CONTACT: MONSANTO COMPANY ANALYST CONTACT:
Craig Tooman (908) 901-8853 Ann Gualtieri (847) 581-6280
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