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EXHIBIT 3
[DEKALB GENETICS CORPORATION LOGO]
NEWS RELEASE
David R. Wagley
Vice President & Treasurer
(815) 758-9383
FOR IMMEDIATE RELEASE
MONDAY, MAY 11, 1998
DEKALB GENETICS AGREES TO MERGE WITH MONSANTO
DEKALB, Illinois, May 11, 1998 - DEKALB Genetics Corporation said today that it
has entered into an agreement with Monsanto Company by which Monsanto will
acquire all of the shares of DEKALB capital stock that it does not already own.
Monsanto, which currently owns 40 percent of DEKALB's outstanding shares, has
agreed to pay a cash price of $100 for each of the remaining shares. The merger
will be completed as soon as practicable.
"The combination of DEKALB and Monsanto will create one of the leading
seed germplasm and technology companies in the world," said Bruce P. Bickner,
DEKALB's chairman and chief executive officer. "Ultimately, customers will be
the beneficiaries. The full integration of DEKALB and Monsanto germplasm and
technology will allow us to provide customers with rapid access to a broad range
of value-added products."
The Roberts family, which holds 56 percent of the outstanding Class A
voting shares of DEKALB Genetics, has agreed to irrevocably tender its shares
and vote for the merger, the company said. DEKALB's Class A shares represent
approximately 13 percent of DEKALB's total outstanding common stock. In February
1998, the family said it supported the board of directors' decision to seek a
possible business combination in order to maximize shareholder value.
Under terms of the agreement, Monsanto has contracted to provide all
DEKALB employees worldwide with continuing employment for at least one year
after the closing. DEKALB has approximately 2,000 employees.
"DEKALB shareholders will receive exceptional value for their investment in
DEKALB and their faith in the company's management and employees," Bickner said.
"Several years ago we announced our intent to be the 'success story of the '90s
in the seed industry.' Today's transaction underscores just how successful we
have been.
"DEKALB has emerged as the fastest-growing agronomic seed company in the
world, and our further affiliation with Monsanto will only accelerate our
momentum," he added. "We are pleased and proud to be an integral part of
Monsanto's growing worldwide seed team."
3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711
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DEKALB GENETICS CORPORATION
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At present, Monsanto holds 10 percent of DEKALB's outstanding 4.6 million
Class A voting stock and 45 percent of the outstanding 30.0 million Class B
non-voting stock. In addition, there are 2.3 million Class A shares subject to
stock options. The total transactional value is thus $3.7 billion, with
Monsanto paying approximately $2.5 billion for the additional shares they will
purchase.
"Monsanto and DEKALB have been successful partners in bringing to market
corn biotech traits and their economic and environmental benefits to growers
worldwide," said Robert B. Shapiro, Monsanto's chairman and chief executive
officer. "This acquisition focuses and accelerates those efforts. The employees
of DEKALB will play an important role in implementing our life sciences strategy
and creating value for growers, processors, and, ultimately, consumers."
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.
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3100 SYCAMORE ROAD, DEKALB, IL 60115-9600
815-758-3461 FAX: 815-758-3711