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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 Swedish document prepared to
respond to questions from Swedish depository share holders:
UPDATED VERSION MARCH 7, 2000
PHARMACIA & UPJOHN'S MERGER WITH MONSANTO
INFORMATION AT 020 - 26 04 00
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
INFORMATION REGARDING THE COMPANIES
7. 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 have 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.
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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 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.
