<PAGE> 1
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
The following is an English translation of a Swedish document prepared to
respond to questions from Swedish depository share holders:
PHARMACIA & UPJOHN'S MERGER WITH MONSANTO
INFORMATION AT 020 - 26 04 00
UPDATED VERSION TO BE USED FROM MARCH 24, 8 AM, SWEDISH TIME
- --------------------------------------------------------------------------------
- - All calls from the media are referred to Marianne Baarnhielm, Director
External Information, Pharmacia & Upjohn, tel. +46-8-695 72 78, mobile
+49-70-319 50 60.
E-mail: [email protected]
- - Calls from analysts and investors are referred to Craig Tooman, Pharmacia &
Upjohn, Director Investor Relations, tel. +1-908-901-8851.
E-mail [email protected]
- - For questions that cannot be answered using this material - please send
an e-mail to Katarina Lokke, Pharmacia & Upjohn, with information
regarding the name, telephone number and question of the questioner.
E-mail: [email protected]
- --------------------------------------------------------------------------------
QUESTIONS AND ANSWERS
QUESTIONS REGARDING THE SHAREHOLDERS' MEETING AND THE VOTING
1. WHAT DID THE SHAREHOLDERS' MEETING DECIDE?
The shareholders' meeting decided to approve the proposed merger between
Pharmacia & Upjohn and Monsanto.
2. I VOTED NO, WHY HAVE MY SDRS IN PHARMACIA & UPJOHN BEEN CONVERTED TO SDRS IN
PHARMACIA CORPORATION?
Approval of the merger required the affirmative vote of a majority (i.e. more
than 50%) of the votes entitled to be cast for the outstanding common stock and
convertible preferred stock. This did occur. The merger includes the whole
company and all shares. Therefore has also your holding been converted to SDRs
in Pharmacia Corporation.
QUESTIONS ON PRACTICAL ISSUES REGARDING SDRS
1. WILL THE MERGER COST ME ANYTHING?
<PAGE> 2
No, the merger will not cost shareholders/SDR holders anything. However, any
costs your custodian bank charges, you will have to pay yourself. Further
information in "Questions and Answers" on pages 4-5 in the brochure.
2. I THOUGHT I WAS A SHAREHOLDER IN PHARMACIA & UPJOHN?
When Pharmacia & Upjohn was founded in 1995 it was not possible to directly
register foreign shares at the OM Stockholm Exchange. The shares were deposited
at a bank (Skandinaviska Enskilda Banken, SEB) that issued depositary receipts.
This means that it is Swedish Depositary Receipts (SDRs) that are traded on the
OM Stockholm Exchange. The SDRs in P&U will be transferred to SDRs in the
combined company, Pharmacia Corporation.
3. WHAT WILL HAPPEN WITH MY SDRS IN PHARMACIA & UPJOHN NOW AFTER THE MERGER?
SDR holders in Pharmacia & Upjohn will automatically receive SDRs in the merged
entity Pharmacia Corporation.
4. HOW MANY SDRS IN PHARMACIA CORPORATION WILL I RECEIVE FOR EACH SDR IN
PHARMACIA & UPJOHN?
For each SDR in Pharmacia & Upjohn you will receive 1.19 SDRs in Pharmacia
Corporation. Further information in "Questions and Answers" on pages 4-5 and
"The Completion of the Combination" on pages 6-7 in the brochure.
5. WILL I RECEIVE SDRS OR (DIRECTLY REGISTERED) SHARES IN PHARMACIA CORPORATION?
You will receive SDRs. The company will have a SDR program for shares in
Pharmacia Corporation corresponding to Pharmacia & Upjohn's present program.
6. WHY WILL I NOT RECEIVE (DIRECTLY REGISTERED) SHARES IN PHARMACIA CORPORATION?
The present system has worked well. However, the company may in the future
consider a possible direct listing of shares of Pharmacia Corporation on the OM
Stockholm Exchange.
7. WHEN WILL I RECEIVE MY NEW SWEDISH SDRS IN PHARMACIA CORPORATION?
As soon as possible following the adoption of the merger agreement and after all
conditions have been met. Further information in "Questions and Answers" on
pages 4-5 and "The Completion of the Combination" on pages 6-7 in the brochure.
8. WILL I HAVE TO DO ANYTHING TO RECEIVE MY NEW SDRS IN PHARMACIA CORPORATION?
You will not have to do anything yourself. Your SDRs in Pharmacia Corporation
will be delivered to the account where you previously had your SDRs in Pharmacia
& Upjohn. This will be handled by VPC or your custodian bank.
9. WHAT WILL HAPPEN IF I RECEIVE EXCESS FRACTIONS FROM MY SDRS?
Since VPC cannot register fractions of shares or SDRs, excess fractions will be
sold by SEB on behalf of the holders. The proceeds will be paid in cash to these
holders. Further information in "Questions and Answers" on pages 4-5 in the
brochure.
10. WHAT WILL BE THE VALUE OF THE NEW SHARE/SDR IN PHARMACIA CORPORATION
The value of the Pharmacia Corporation share cannot be determined today, it will
be decided by the market. The value will be guided by the value of the Pharmacia
& Upjohn share and the Monsanto share.
11. WHEN CAN I START TO TRADE IN MY NEW SDRS IN PHARMACIA CORPORATION?
The new company has applied for a listing on the OM Stockholm Exchange. Provided
the application for listing is approved, trading with the new SDRs will start as
soon as possible after the old SDRs have been exchanged. Further information in
"Questions and Answers" on pages 4-5 in the brochure.
12. WILL I RECEIVE A DIVIDEND FOR THE 4TH QUARTER 1999 ON MY SDRS IN PHARMACIA &
UPJOHN?
Yes, you will receive dividend for the 4th quarter 1999 on your SDRs in
Pharmacia & Upjohn. The dividend will be paid on 1 May to the SDR holders
registered at VPC on 30 March.
13. WHAT WILL BE THE DIVIDEND FOR THE 4TH QUARTER 1999 ON MY SDRS IN PHARMACIA &
UPJOHN? The dividend will be 25 cents per share.
<PAGE> 3
14. WHAT WILL BE THE LAST DAY FOR TRADING WITH RIGHT TO DIVIDEND OF MY SDRS IN
PHARMACIA & UPJOHN?
The last day for trading including dividend will be 27 March.
15. WHAT WILL BE THE FIRST DAY FOR TRADING MY SDRS IN PHARMACIA & UPJOHN
EX-DIVIDEND?
The first day for ex-dividend trading will be 28 March.
16. I AM PARTICIPATING IN THE REINVESTMENT PROGRAM, THROUGH PHARMACIA & UPJOHN
AND AKTIEINVEST. WHAT WILL HAPPEN WITH THIS PROGRAM AFTER THE MERGER?
This will be an issue to handle for the new company.
INFORMATION REGARDING THE COMPANIES
1. WHAT FINANCIAL INFORMATION WILL I RECEIVE FROM THE NEW PHARMACIA CORPORATION?
As all listed companies, Pharmacia Corporation is required to file annual
reports and information regarding quarterly results.
2. WILL I STILL RECEIVE INFORMATION TRANSLATED TO SWEDISH?
Yes, annual reports and information regarding quarterly results will be
published in Swedish also in the future.
3. WHERE CAN I FIND MORE INFORMATION ABOUT MONSANTO AND PHARMACIA CORPORATION?
Additional information regarding Monsanto, Pharmacia & Upjohn and the new
company Pharmacia Corporation is available the respective company's web sites,
www.pnu.com, www.pharmaciaupjohn.se and www.monsanto.com, as well as on the
Securities and Exchange Commission's (SEC's) homepage, www.sec.gov.
Available are, for example, facts about the companies, product information,
annual reports, quarterly reports and press releases. Also available is the
presentation given to investors and analysts in connection with the proposed
merger.
4. I DO NOT HAVE ACCESS TO THE INTERNET. WHAT CAN I DO?
You can order a company brochure, annual report (1998) and quarterly reports for
Pharmacia & Upjohn.
5. WHAT KIND OF COMPANY IS MONSANTO?
Monsanto is an American company listed on the New York Stock Exchange. The
company is active in pharmaceuticals and agricultural products. More information
regarding Monsanto can be found on the company's internet homepage
www.monsanto.com.
FACTS ABOUT THE COMPANY
Monsanto is a global company with 30,000 employees. The company has offices,
sales and production in more than 100 countries (the U.S., Canada, South
America, Central America, Europe, Asia and Australia). Net sales in 1999 were
9.1 billion dollars (approx. 77 billion Swedish crowns).
BUSINESS AREAS:
Today Monsanto has business within the following areas:
- - AGRICULTURAL PRODUCTS: herbicides, seeds and biotech traits. The biggest
product is Roundup, a world leading herbicide. The name of the ag
production business is Monsanto. The head-quarters of the ag business is
located in St Louis, Missouri, U.S.
- - PHARMACEUTICALS: The name of the pharmaceutical business is Searle, and this
is an R&D based business that develops, produces and markets prescribed
pharmaceutical products. Searle is focused on five different areas of
treatment: artritis/inflammation, insomnia, oncology, cardiovascular and
gynecology. The head-quarters of Searle is located in Skokie, Illinois,
U.S.
The biggest product within pharmaceuticals is Celebrex/Celebra, which is a
new product for treatment of artritis. The sales in 1999 were 1.5 billion
dollars (approx. 13 billion Swedish crowns). This product was approved in
Sweden in 1999 under the name of Celebra.
<PAGE> 4
Searle has a sales office in Malmo, with approx. 50 employees. The turnover
in Sweden in 1999 was approx. 135 million Swedish crowns.
Your can find more information on Searle at www.searle.com.
6. THE SWEDISH SHAREHOLDERS' ASSOCIATION HAS RECENTLY MADE A NEGATIVE STATEMENT
CONCERNING THE MERGER AGREEMENT BETWEEN PHARMACIA & UPJOHN AND MONSANTO. WHAT IS
YOUR COMMENT ON THIS?
The Swedish Shareholders Association is entitled to its view. We have heard from
a number of small and large investors who have expressed strong support for the
merger. The reasons for the merger has been carefully reviewed by the directors
of Pharmacia & Upjohn and the board unanimously recommends that shareholders and
SDR holders vote in favor of the merger.
TAX QUESTIONS
1. WILL THE CONVERSION OF MY SDRS BE A TAXABLE EVENT IN SWEDEN?
An exchange of shares is in principle always a taxable event. However, under
certain circumstances it is possible to get a deferred taxation.
On March 17, the Swedish Council For Advance Tax Rulings passed a ruling
entailing that Swedish holders of depository receipts in Pharmacia & Upjohn, Inc
can obtain a deferred taxation on a capital gain deriving from the proposed
merger between Pharmacia & Upjohn, Inc and Monsanto Company, the consequence of
which is an exchange of depository receipts.
The tax ruling has not yet become enforceable. The Swedish National Tax Board -
the body that has approved of a positive tax ruling - has three weeks to bring
the ruling under trial by the Swedish Administrative Supreme Court.
2. WHAT WILL MY PERSONAL TAX CONSEQUENCES OF THE MERGER BE?
We cannot make any statement concerning individual cases, it depends inter alia
on your individual tax situation, etc. and we therefore recommend you to contact
a tax advisor. For additional information refer to the section "Tax issues for
holders of depository receipts in Sweden" in the brochure on pages 10-11.
3. HOW DO I APPLY FOR DEFERRED TAXATION?
If the advance ruling becomes enforceable, you can request deferral of the
capital gains tax in your income tax return form. Further information will be
given by the company regarding how to report the merger in the tax return when
the Swedish National Tax Board issues recommendations regarding the acquisition
value for the new depository receipts in Pharmacia Corporation.
********************
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 1999 annual reports, on Forms 10-K and Exhibits 99 thereto,
respectively, and the definitive proxy statement/prospectus relating to the
merger filed by each Monsanto 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 on March 24, 2000, is based on
information prepared by the management of 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> 5
Monsanto Company and Pharmacia & Upjohn have filed a definitive joint proxy
statement/prospectus and other relevant information and documents concerning the
merger with the United States Securities and Exchange Commission (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.
