<PAGE> 1
Filed by Pharmacia & Upjohn, Inc.
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: Pharmacia & Upjohn, Inc.
Commission File No. 001-11557
MONSANTO AND PHARMACIA & UPJOHN MOVE CLOSER TO COMPLETION OF MERGER
ST. LOUIS and PEAPACK, N.J. (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 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.
*************
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 definitive joint proxy statement/prospectus
relating to the merger filed by each of Monsanto Company and Pharmacia & Upjohn
on February 22, 2000.
The forward-looking information included in these materials filed
pursuant to Rule 425 under the Securities Act of 1933 filed on March 16, 2000,
has been prepared by, and is the responsibility of, the managements of Monsanto
and Pharmacia & Upjohn. 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.
<PAGE> 2
Monsanto and Pharmacia & Upjohn have filed a definitive joint proxy
statement/prospectus and other relevant documents concerning the merger with the
SEC. INVESTORS ARE URGED 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, http://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.
