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FILED BY PHARMACIA & UPJOHN, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: PHARMACIA & UPJOHN, INC.
COMMISSION FILE NO. 001-11557
On March 23, 2000, Pharmacia & Upjohn, Inc., a Delaware
corporation ("Pharmacia & Upjohn") and Monsanto Company, a Delaware
corporation, ("Monsanto"), jointly issued the following press release:
MONSANTO AND PHARMACIA & UPJOHN SHAREHOLDERS
VOTE TO APPROVE COMPANIES' MERGER
ST. LOUIS AND PEAPACK, N.J. (MARCH 23, 2000) - Monsanto Company (NYSE:
MTC) and Pharmacia & Upjohn (NYSE: PNU) today announced that shareholders of
both companies voted to approve their proposed merger at special shareholder
meetings held by each of the companies.
In connection with the merger, Monsanto shareholders approved the
issuance of shares of common and preferred stock as well as amendments to the
company's charter. More than 75 percent of the outstanding shares, and 94
percent of the total votes cast, were cast in favor of these resolutions at a
meeting held at the North Shore Center for the Performing Arts in Skokie,
Illinois.
Earlier in the day, Pharmacia & Upjohn shareholders voted to adopt the
merger agreement at a meeting held in Wilmington, Delaware. More than 72 percent
of outstanding shares, and 96 percent of the total votes cast, were cast in
favor of the transaction.
"We are very pleased with the enthusiastic support our shareholders
have shown for the unique opportunity we are creating with this merger," said
Fred Hassan, Chief Executive Officer of Pharmacia & Upjohn and CEO-designate of
Pharmacia Corporation. "We are now looking
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forward to the completion of the merger and the launch of our new
first-tier pharmaceutical company."
With the approval of each company's shareholders, Monsanto and
Pharmacia & Upjohn expect the merger to close on or before April 1, 2000, as
previously announced. The new company - 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
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.
PHARMACIA & UPJOHN MEDIA CONTACT: MONSANTO COMPANY MEDIA CONTACT:
Paul Fitzhenry (908) 901-8770 Scarlett Lee Foster (314) 694-2883
PHARMACIA & UPJOHN ANALYST CONTACT: MONSANTO COMPANY ANALYST CONTACT:
Craig Tooman (908) 901-8853 Ann Gualtieri (847) 581-6280
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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.
