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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 January 27, 2000, Pharmacia & Upjohn, Inc., a Delaware corporation
("P&U") and Monsanto Company, a Delaware corporation ("Monsanto"), jointly
issued the folowing press release:
'Pharmacia Corporation' Selected as Name for Company Created By Merger of
Monsanto and Pharmacia & Upjohn
St. Louis and Peapack, N.J. (Jan. 27 ,1999)
Monsanto Company and Pharmacia & Upjohn announced today the selection
of Pharmacia Corporation as the name of the new company to be created through
their merger.
"'Pharmacia' captures the focus of the new organization as an
exceptionally fast-growing core pharmaceuticals business in the top tier of the
industry," said Fred Hassan, Chief Executive Officer of Pharmacia & Upjohn and
CEO-designate of Pharmacia Corporation.
The new name and corporate identity captures the strong pharmaceutical
heritage of both companies, but also marks the creation of something entirely
new. It combines the Pharmacia name with the blue color and distinctive typeface
of the current Searle logo.
"In selecting Pharmacia, we have chosen a name with power and global
relevance," said Robert Shapiro, CEO and Chairman of Monsanto, who will be
non-executive chairman of the new company. "This name and logo will create a
strong new identity for our 60,000 employees and will build value with our
customers worldwide."
The Searle, Upjohn and Pharmacia names will be used to designate sales
divisions in the new company in order to maximize the strong, existing customer
awareness and relationships associated with these businesses.
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The combined company will have an autonomous agricultural subsidiary,
which will retain the name Monsanto. Monsanto and Pharmacia & Upjohn have
entered into a definitive agreement to create a dynamic and powerful new
competitor in the global pharmaceutical industry. The new company will have one
of the strongest sales forces in the industry, an expansive product portfolio, a
robust pipeline of new drugs, and an annual pharmaceutical R&D budget of more
than $2 billion. The new company also will have one of the world's leading fully
integrated agricultural businesses. The combined company will have estimated
1999 sales of $17 billion with a market capitalization of more than $50 billion.
The merger is expected to close in the first half of 2000.
This news release contains certain forward-looking statements,
including, among other things, statements regarding each company's results of
operations and expected cost savings and earnings-per-share effects. 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 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 and Forms 10-K
and Exhibits 99 thereto, respectively.
Monsanto and Pharmacia & Upjohn will be filing a joint proxy
statement/ prospectus and other relevant documents concerning the merger with
the United States Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE 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 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 and its board of directors will be soliciting
proxies from Pharmacia & Upjohn stockholders in favor of the merger. Pharmacia &
Upjohn's board of directors is comprised of Frank C. Carlucci, Gustaf Douglas,
M. Kathryn Eickhoff, Soren Gyll, Fred Hassan, Berthold Lindqvist, Olaf Lund, C.
Steven McMillan, William U. Parfet, Ulla Reinius, Bengt Samuelsson and Morton L.
Topfer. Other participants in the solicitation may include: Goran Ando, MD
(Executive Vice President and President, Research & Development), Hakan Astrom
(Senior Vice President, Corporate Strategy & Investor Relations), Richard
Collier (Senior Vice President and General Counsel), Christopher Coughlin
(Executive Vice President and Chief Financial Officer), Carrie Cox (Executive
Vice President and Head, Global Business Management), Paul Matson (Senior Vice
President, Human Resources), Stephen MacMillan (Sector Vice President, Global
Specialty Operations, ), Christer Odqvist (Vice President, Corporate
Coordination), Mats Pettersson (Senior Vice President, Mergers & Acquisitions),
Timothy Rothwell (Executive Vice President and President, Global Pharmaceutical
Operations), Don Schmitz (Vice President, Associate General Counsel & Corporate
Secretary), Craig Tooman (Assistant Vice President, Investor Relations), Ken
Banta (Vice President, Corporate Communications), Paul Fitzhenry (Director,
Corporate Communications). The participants in the Pharmacia & Upjohn
solicitation hold, collectively, fewer than 1% of the outstanding common stock
of Pharmacia & Upjohn.
