EXHIBIT 99.1
PRESS RELEASES:
FOR MORE INFORMATION:
Pioneer Hi-Bred International, Inc.
Jerry Harrington
(515) 334-6908
harringtonje@phibred.com
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DUPONT AND PIONEER HI-BRED INTERNATIONAL, INC.,
SIGN MERGER AGREEMENT
WILMINGTON, DEL./DES MOINES, IOWA, MARCH 15 -- DuPont and Pioneer Hi-Bred
International, Inc., today announced that they have signed a definitive
agreement for a stock and cash merger that will result in DuPont's complete
ownership of Pioneer. This transaction is another major step in DuPont's
life sciences strategy and will strengthen and accelerate its capability to
discover, develop and commercialize a new generation of products across the
value chains for food and feed crops, food ingredients, industrial
applications and nutrition science. DuPont currently has a 20 percent
equity interest in Pioneer.
Under the terms of the agreement, Pioneer shareholders will receive $40 per
share, with 45 percent of the shares receiving cash and 55 percent of the
shares receiving DuPont stock. Pioneer shareholders will have certain
rights to elect which form of consideration they receive. The merger is
expected to close during the summer of 1999. The total equity value of the
transaction is estimated to be approximately $7.7 billion for the 80
percent of Pioneer not currently owned by DuPont.
The boards of directors of both companies have approved the transaction.
"This transaction will further enhance an already outstanding technology
platform and marketing capability, while giving us greater ability to speed
new products to market and deliver value across the agriculture and
nutrition industries," said Charles O. Holliday, Jr., DuPont chairman and
chief executive officer. "Our excellent relationship with Pioneer has
grown even stronger during the last 18 months, enabling us to create
further synergies by totally integrating DuPont's biology, chemistry and
genomics with Pioneer's leading market position and research and
development capabilities. The end result should be significantly increased
shareholder value."
Holliday added, "Both companies are customer focused with compatible
cultures and values. By bringing together DuPont's ag businesses and
Pioneer's seed business, we are creating an agricultural enterprise with $5
billion in annual sales, which will be focused on growth."
"Crop genetics offers tremendous potential for meeting the needs of farmers,
agriculture and consumers around the world," said Charles S. Johnson, who
will continue to lead Pioneer as chairman, president and chief executive
officer. "Bringing the talents and resources of our two companies more
closely together will ensure we deliver that potential to the market and do
it quickly."
The transaction will increase DuPont's ability to create output trait
offerings based on its own products or on complementary licensed products.
It also will increase the speed to market of these products and will
strengthen DuPont's custom offering to food companies. Longer range,
DuPont's and Pioneer's combined R&D capabilities in biotechnology will
create a stronger scientific platform on which to build biomaterials
opportunities.
Pioneer is the world's largest seed company, the most recognized seed brand
in the world, and a leader in North America and other key markets. Its
strength rests on the quality of its proprietary germ plasm, as well as a
highly respected brand franchise and integrated product and distribution
systems. Pioneer introduced 37 new corn hybrids in 1998 and has introduced
60 new hybrids this year, including high-oil, herbicide and
insect-resistant products.
As a wholly owned subsidiary of DuPont, Pioneer will continue to do
business under the Pioneer name and will remain headquartered in Des
Moines, Iowa. It has 5,000 employees worldwide. In the year 2000, the
first full year of combined operations, DuPont expects dilution in cash
earnings per share of about 1 percent. Full diluted earnings per share
will be reduced by about 7 percent.
Last week DuPont announced two strategic efforts to aggressively and
rapidly build its life sciences portfolio. First, the company said that it
is actively seeking alliances with other strong partners in the
pharmaceuticals industry to bring DuPont Pharmaceuticals to critical mass
through strategic alliances. Additionally, the company said its board has
authorized actions toward the creation and issuance of a "tracking" stock
for its life sciences businesses to give DuPont the financial flexibility
to more advantageously participate in industry consolidation trends and
expand the portfolio.
In September, 1997, DuPont and Pioneer formed a research alliance and in
January, 1998, a separate joint venture company -- Optimum Quality Grains,
L.L.C. DuPont also invested $1.7 billion in Pioneer to acquire a 20 percent
equity interest. DuPont's total investment, including the value of today's
transaction, will be approximately $9.4 billion. It currently holds two of
the 14 seats on Pioneer's board of directors.
Credit Suisse First Boston and Salomon Smith Barney acted as financial
advisors to DuPont and Lazard Freres & Co. LLC acted as financial advisor
to Pioneer.
Skadden, Arps, Slate, Meagher, & Flom LLP acted as legal counsel for DuPont
and Fried, Frank, Harris, Shriver, and Jacobson acted as legal counsel for
Pioneer.
Pioneer Hi-Bred International, Inc., (NYSE-PHB) is the world's leading
supplier of agricultural genetics and is the leading developer and
integrator of agricultural technology. Headquartered in Des Moines, Iowa,
Pioneer develops, produces, and markets a full line of seeds, forage and
grain additives and services to grain and livestock producers, grain
processors and other customers worldwide.
Founded in 1802, DuPont is a global science and technology-based company.
DuPont serves worldwide markets including food and nutrition, health care;
agriculture, fashion and apparel; home and construction; electronics; and
transportation. The company operates in more than 70 countries and has
92,000 employees.
FORWARD-LOOKING STATEMENTS: This news release contains forward-looking
statements based on management's current expectations, estimates and
projections. All statements that address expectations or projections about
the future, including statements about the company's strategy for growth,
product development, market position, expected expenditures and financial
results are forward-looking statements. Some of the forward-looking
statements may be identified by words like "expects," "anticipates,"
"plans," "intends," "projects," "indicates," and similar expressions.
These statements are not guarantees of future performance and involve a
number of risks, uncertainties and assumptions. Many factors, including
those discussed more fully elsewhere in this release and in DuPont's
filings with the Securities and Exchange Commission, particularly its
Current Report on Form 8-K filed on November 13, 1998, as well as others,
could cause results to differ materially from those stated. These factors
include, but are not limited to changes in the laws, regulations, policies
and economic conditions of countries in which the Company does business;
competitive pressures; successful integration of structural changes,
including acquisitions, divestitures and alliances; failure of the company
or related third parties to become Year 2000 capable; research and
development of new products, including regulatory approval and market
acceptance.
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