1
NEWS RELEASE
David R. Wagley
Vice President and Treasurer
(815) 758-9383
dwagley@dekalb.com
Lori J. Fisher
Monsanto Company
(314) 694-8535
lori.j.fisher@monsanto.com
FOR IMMEDIATE RELEASE
MONDAY, SEPTEMBER 14, 1998
DEKALB, MONSANTO AND THE DEPARTMENT OF JUSTICE STAFF AGREE ON TIMETABLE
CONCERNING REVIEW OF MONSANTO'S ACQUISITION OF DEKALB
DEKALB, Illinois and ST. LOUIS, Missouri, September 14, 1998 - DEKALB Genetics
Corporation and Monsanto Company announced today that they have agreed with the
Department of Justice (DoJ) staff with respect to a timetable for concluding
the DoJ's review of Monsanto's proposed acquisition of DEKALB.
Monsanto has agreed not to close its acquisition of DEKALB prior to
November 16, 1998, or such earlier date that the DoJ notifies Monsanto that it
is closing its investigation of the transaction. As a result of this
agreement, Monsanto has extended its tender offer for all the outstanding
shares of Class A and Class B Common Stock of DEKALB Genetics Corporation at a
purchase price of $100 in cash per share until 5 p.m. EST, on Monday, November
30, 1998. While DEKALB and Monsanto believe that this schedule provides for
adequate time to resolve outstanding issues that the DoJ may have, if any,
there can be no guarantee that the acquisition will be closed by late November.
The tender offer had previously been scheduled to expire on September 11,
1998. As of the close of business on Thursday, September 10, 1998, 3,972,262
Class A shares and 10,937,598 Class B shares had been validly tendered and not
withdrawn. These figures do not include 485,442 Class A shares and 13,321,436
Class B shares held by Monsanto.
On May 15, 1998, Monsanto commenced a cash tender offer for all of the
common stock of DEKALB at $100 net per share. The second step of the
transaction will be a merger in which any remaining stock of DEKALB will be
exchanged for cash at the same price per share paid in the tender offer.
The tender offer is conditioned on there having been validly tendered and
not withdrawn prior to the expiration of the offer a number of shares of Class
A Common Stock that (together with the shares of Class A Common Stock then held
by Monsanto) would constitute a majority of the shares of Class A Common Stock
(assuming the exercise of all options, exchange rights and conversion rights of
securities exercisable for shares of Class A Common Stock) outstanding at the
expiration of the offer (the "minimum condition"), the expiration or
termination of the Hart-Scott-Rodino waiting period applicable to the offer and
other customary conditions. The number of shares of Class A Common Stock
tendered and not withdrawn as of September 10, 1998, would be sufficient to
satisfy the minimum condition.
3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711
DEKALB GENETICS CORPORATION
ADD -1-
2
As a life sciences company, Monsanto is committed to finding solutions to
the growing global needs for food and health by sharing common forms of science
and technology among agriculture, nutrition and health. The company's 24,700
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
Based in DeKalb, Illinois, DEKALB Genetics Corporation is a worldwide
leader in agricultural genetics and biotechnology for seed and swine. DEKALB
Genetics Corporation Class B Common Stock is traded on the New York Stock
Exchange under the symbol DKB.
Forward-looking statements are subject to several risk factors that could
cause actual results to differ from projections. Among these factors are the
company's relative product performance and competitive market position, weather
conditions, commodity prices, trade policies, market conditions, and
intellectual property matters.
NOTE: DEKALB news releases are available at no charge through PR
Newswire's Company News On-Call fax service and on DEKALB's Web site. For a
menu of DEKALB's press releases or to retrieve a specific release, call
800-758-5804, extension 262250, or http://www.dekalb.com on the Internet.
###
3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711