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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
On the evening of February 18, 2000, Pharmacia & Upjohn, Inc., a
Delaware corporation ("Pharmacia & Upjohn") issued the following press release:
[PHARMACIA & UPJOHN LOGO]
FOR IMMEDIATE RELEASE
PHARMACIA & UPJOHN DECLARES QUARTERLY DIVIDEND
PEAPACK, NJ (FEBRUARY 18, 2000) - Pharmacia & Upjohn, Inc. (NYSE: PNU) today
announced that its Board of Directors had declared a quarterly dividend of 25
cents per share. The dividend is payable on May 1, 2000, to shareholders of
record on March 30, 2000. In light of Pharmacia & Upjohn's planned merger with
Monsanto Company, the original record date of April 5, 2000 has been moved
forward to March 30, 2000, resulting in a pro-rated dividend payment.
Pharmacia & Upjohn and Monsanto entered into a definitive merger
agreement to create a dynamic and powerful new competitor in the global
pharmaceutical industry. The merger agreement is subject to approval by both
companies' shareholders and is expected to close during the first half of 2000.
Pharmacia & Upjohn, Inc., is a global, innovation-driven pharmaceutical
and health care company. Pharmacia & Upjohn's products, services, and employees
demonstrate its commitment to improve wellness and quality of life for people
around the world.
This news release contains certain forward-looking statements, including, among
other things, statements regarding the company's results of operations,
regulatory actions, and expected closing date of the merger. 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 the company's results to differ materially from expected and
historical results are described in the company's periodic reports filed with
the Securities and Exchange Commission, including the company's 1998 annual
report on Forms 10-K and Exhibits 99 thereto.
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The company has filed a preliminary joint proxy statement and prospectus with
the United States Securities and Exchange Commission (the "SEC"), and will be
filing a definitive joint proxy statement/prospectus and other relevant
information and 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 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.
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
MEDIA CONTACT: ANALYST CONTACT:
PAUL FITZHENRY CRAIG TOOMAN
TEL. (908) 901-8770 TEL. (908) 901-8853
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