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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 March 20, 2000, Pharmacia & Upjohn, Inc., a Delaware corporation ("Pharmacia
& Upjohn") and Monsanto Company, a Delaware corporation ("Monsanto"), jointly
issued the following press release:
FOR IMMEDIATE RELEASE
---------------------
MONSANTO AND PHARMACIA & UPJOHN
ANNOUNCE FILINGS OF FORM 10-K
ST. LOUIS AND PEAPACK, N.J. (MARCH 20, 2000) - Monsanto Company (NYSE: MTC) and
Pharmacia & Upjohn, Inc. (NYSE: PNU) today announced that each company has
filed its Form 10-K with the Securities and Exchange Commission (SEC). Each
company's Form 10-K includes its annual financial information for the year ended
December 31, 1999.
Monsanto and Pharmacia & Upjohn entered into a definitive agreement to
create a first-tier competitor in the global pharmaceutical industry. The
companies recently announced that they expect to close their merger on or before
April 1, 2000, assuming regulatory and shareholder approvals of the merger. The
merged company, which will be named Pharmacia Corporation, plans to hold a
shareholders meeting later this year and to distribute 1999 financial
information to shareholders on or before the date that proxy materials are
mailed. As a result, Monsanto and Pharmacia & Upjohn will not issue their usual
annual reports at this time.
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 & UPJOHN MEDIA CONTACT: MONSANTO COMPANY MEDIA CONTACT:
Paul Fitzhenry (908) 901-8770 Jeff Bergau (312) 840-5457
PHARMACIA & UPJOHN ANALYST CONTACT: MONSANTO COMPANY ANALYST CONTACT:
Craig Tooman (908) 901-8853 Ann Gualtieri (847) 581-6280
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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 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, the Form 10-K and other 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) 694-3155. The Form
10-K and other documents filed with the SEC by
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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.
