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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
The following is an English translation of a press release issued in Sweden by
Pharmacia & Upjohn, Inc. on March 18, 2000:
SWEDEN PASSES POSITIVE TAX RULING FOR SHAREHOLDERS
IN MERGER OF PHARMACIA & UPJOHN AND MONSANTO
STOCKHOLM, SWEDEN (March 18, 2000) -- Pharmacia & Upjohn, Inc. announced today
that the Swedish Council for Advanced Tax Rulings has issued a ruling under
which holders of Swedish Depository Shares in Pharmacia & Upjohn will be
eligible for deferred-taxation on capital gains derived from the proposed merger
between Pharmacia & Upjohn and Monsanto Company.
Pharmacia & Upjohn will provide further information on how shareholders
will be required to report the merger in tax returns when the Swedish National
Tax Board issues recommendations regarding the acquisition value for the new
depository receipts in Pharmacia Corporation. The tax ruling will become
enforceable when the Swedish National Tax Board brings the case before the
Swedish Administrative Supreme Court in approximately three weeks.
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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 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.
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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.
