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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 15, 2000, Pharmacia & Upjohn, Inc., a Delaware corporation
("Pharmacia Upjohn") and Monsanto Company, a Delaware corporation ("Monsanto"),
jointly issued the following press release:
Immediately
MONSANTO AND PHARMACIA & UPJOHN MOVE CLOSER TO
COMPLETION OF MERGER
ST. LOUIS and PEAPACK, NJ (March 15, 2000) - Monsanto Company
(NYSE: MTC) and Pharmacia & Upjohn, Inc. (NYSE: PNU) announced today
that assuming shareholder approval of their proposed merger, they
anticipate closing ahead of schedule, on or before April 1, 2000.
The companies confirmed that the European Union has extended the
deadline for clearing the proposed merger from March 17, 2000 to March
30, 2000. The automatic two-week extension of the EU review period is
the result of an undertaking filed by the companies with the European
Commission to divest a few minor pharmaceutical products in Scandinavia
that are immaterial to the transaction as a whole.
As previously announced, the waiting period under U.S. antitrust
legislation, known as the Hart-Scott-Rodino Act expired on February 18,
2000.
Monsanto and Pharmacia & Upjohn will each hold special shareholder
meetings on March 23, 2000 to consider and vote upon the merger.
Monsanto and Pharmacia & Upjohn entered into a definitive
agreement to create a first-tier competitor in the global pharmaceutical
industry on December 19, 1999. The new company - Pharmacia Corporation
- - will have one of the strongest sales forces in the global
pharmaceutical
- more -
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industry, an expansive product portfolio, a robust pipeline of new
drugs, and an annual pharmaceutical R&D budget of more than $2 billion.
Pharmacia Corporation also will have one of the world's leading fully
integrated agricultural businesses.
Pharmacia Corporation's corporate and pharmaceutical business
headquarters will be in Peapack, N.J. The agricultural business
headquarters will be in St. Louis and will retain the Monsanto name.
-oOo-
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 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.
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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.
