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E-M:/ Shareholders approve Monsanto, Pharmacia & Upjohn merger

Enviro-Mich message from "Eric Uram" <eric.uram@sierraclub.org>

March 24, 2000
By Tim Todd, Bridge News

Kansas City--Mar 23--Shareholders signed off on
the merger of Monsanto and Pharmacia & Upjohn
Thursday, putting the deal on track to close by
the end of next week, the companies' said.

* * *
After Pharmacia shareholders voted in favor of the
deal at a morning meeting, Monsanto's stockholders
approved the merger as well as an accompanying
issue of shares of common and preferred stock and
amendments to the company's charter to clear the
way for the deal.

The merger brings together the company that makes
such products as the arthritis drug Celebrex with
the manufacturer of the glaucoma medication
Xalatan and the baldness treatment Rogaine.

Under terms of the merger agreement, the
pharmaceutical businesses will join under the
Pharmacia Corp. banner and operate out of
Pharmacia's Peapack, N.J. headquarters.

Monsanto's agricultural business, which makes such
products as the weed killer Roundup, will retain
the Monsanto name and operate out of that
company's St. Louis base. As a part of the deal,
the companies have indicated they will eventually
spin off the agricultural business as a separate
entity, offering up to 19.9% of the business in a
public stock offering.

Wall Street analysts called the vote unsurprising
Thursday and, in a report written 2 days before
the vote, J.P. Morgan analyst Don Carson noted the
"expected imminent closure" of the deal.

More than 75% of the outstanding shares, and 94%
of the total votes cast by Monsanto shareholders
at a meeting in Skokie, Ill., favored the deal,
the company's said.

Pharmacia shareholders meeting in Wilmington,
Del., approved the merger with more than 72% of
outstanding shares and 96% of the total votes cast
favoring the deal.

The vote did little for the stock of either
company. Monsanto shares closed Thursday up  at
48 ^ while Pharmacia shares were up 1/16 at 59 9

"We are very pleased with the enthusiastic support
our shareholders have shown for the unique
opportunity we are creating with this merger,"
said Pharmacia Chief Executive Fred Hassan in a
statement announcing the results. "We are now
looking forward to the completion of the merger
and the launch of our new first-teir
pharmaceutical company."

The combined company would have had 1999 sales of
about $17 billion--a figure that would place it
between 85 and 90 on the Fortune 500, ahead of
such companies as Pfizer and Coca-Cola and
slightly behind companies such as Dell Computer.
It would have a market capitalization of more than
$50 billion.

Pharmacia's Hassan will remain as chief executive
of the company that will trade under the ticker
symbol PNA.

Monsanto Chief Executive Robert Shapiro will
become non-executive chairman, according to the
initial merger announcement made last December,
and will hold the post for 18 months.

Under terms of the merger agreement, Pharmacia
shareholders get 1.19 shares of the business for
each of their shares, while each Monsanto share
will equal 1 share in the new company. Monsanto
shareholders would own 51% of the business.

For Monsanto, the merger comes after an attempt to
unite with American Home Products collapsed in
late 1998.

Virtually, from the moment the AHP deal fell
apart, media reports indicated Shapiro was in
merger talks with various potential suitors in
both the chemicals and pharmaceuticals sector.

Shortly after announcing the deal with Pharmacia,
Shapiro said there was also some discussion about
splitting the company's pharmaceutical and
agricultural businesses. Such a move had been
favored by some Wall Street analysts who said
concerns about the genetically modified seeds the
company sells were preventing the company's share
price from reflecting the strength of its Searle
drug arm.

In addition to the share price concerns, the
collapse of the AHP deal left Monsanto needing
cash to pay for a number of seed company
acquisitions. Those deals were part of a plan to
unite agriculture and pharmaceuticals under a
"life sciences" banner. End

Bridge News, Tel: (913) 323-8017

Send comments to Internet address:

 Eric Uram
Sierra Club Midwest Office
214 North Henry Street Suite 203
Madison, WI  53703-2200
(608) 257-4994
(608) 257-3513 fax

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