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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 February 1, 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 OUTLINE ADDITIONAL
FINANCIAL DETAILS RELATING TO COMPANIES' PLANNED MERGER
ST. LOUIS AND PEAPACK, NJ (February 1, 2000) -- Monsanto Company (NYSE: MTC) and
Pharmacia & Upjohn, Inc. (NYSE: PNU) today announced additional financial
details relating to planned merger between the two companies that will create a
combined new company named Pharmacia Corporation.
As previously announced, the companies estimate that full year 1999 sales of the
combined continuing operations of Pharmacia & Upjohn and Monsanto will consist
of approximately $11.3 billion in pharmaceutical sales and $5.2 billion in sales
from the agricultural business. Between 1999-2002, the pharmaceutical business
of the combined company is expected to grow at annual compounded rate of 14-15%,
including a 16-18% increase in prescription pharmaceutical sales. After 2000,
the combined company is expected to achieve annual earnings per share growth of
more than 20%.
Between 1999-2002, new and blockbuster products are expected to account for an
incremental $5.5 billion in pharmaceutical sales led by Celebrex, a new
arthritis treatment which generated 1999 sales of more than $1.5 billion in its
first year on the market. Other products expected to contribute to the immediate
growth of the new company include
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Xalatan, a treatment for glaucoma, which had 1999 sales of more than $500
million; Detrol, for overactive bladder, which had sales of more than $300
million in 1999; and Camptosar, for colorectal cancer, which recorded sales of
more than $290 million in 1999.
In relation to its key pharmaceutical products, the companies announced that the
U.S. Food and Drug Administration has granted priority review to a New Drug
Application (NDA) submitted in late 1999 for a fixed combination of Xalatan and
timolol for the treatment of glaucoma. This represents the third priority review
granted to the companies in recent months by FDA. Pharmacia & Upjohn's new
antibiotic Zyvox is currently under priority along with a filing for Camptosar
in the first line treatment of metastatic colorectal cancer.
Later this month, Pharmacia & Upjohn plans to submit applications to U.S. and
European regulatory authorities for a once-daily formulation of Detrol. In a
recently completed major clinical study, Once Daily (OD) Detrol demonstrated a
superior efficacy and safety profile vs. placebo on all key measurements. The
incidence of dry mouth among patients taking the OD product was 23%,
significantly better than competitive products and an improvement over the
currently marketed Detrol formulation. The OD product is expected to strengthen
Detrol's leadership of the overactive bladder market
In the U.S., an NDA has also been submitted for Axert (almotriptan), a new
treatment for acute migraine.
The companies also announced the completion of enrollment in the Celecoxib
Longterm Arthritis Safety Study (CLASS), a study of gastrointestinal side
effects in Celebrex versus traditional non-steroidal anti-inflammatory drugs
(NSAIDs). Results of this 8,000 patient study are currently being analyzed.
Monsanto and Pharmacia & Upjohn entered into a definitive agreement to create a
dynamic and powerful new competitor in the global pharmaceutical industry on
December 19, 1999. The new company - 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
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Corporation also will have one of the world's leading fully integrated
agricultural businesses. 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 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 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 1998 annual reports,
on Forms 10-K and Exhibits 99 thereto, respectively.
Monsanto and Pharmacia & Upjohn have filed a preliminary joint proxy statement
and prospectus with the United States Securities and Exchange Commission (the
"SEC"). In addition, Monsanto and Pharmacia & Upjohn 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 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.
PHARMACIA & UPJOHN MEDIA CONTACT: MONSANTO COMPANY MEDIA CONTACT:
Paul Fitzhenry (908) 901-8770 Scarlett Lee Foster (314) 694-2883
PHARMACIA & UPJOHN ANALYST CONTACT: MONSANTO COMPANY ANALYST CONTACT:
Craig Tooman (908) 901-8853 Nick Filippello (314) 694-8148
