Exhibit (a)(5)(C)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The tender offer is made solely by the Offer to Purchase dated
April 20, 2005, and the accompanying letter of transmittal and any amendments or
supplements thereto. The tender offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares in any jurisdiction in which
making or accepting the tender offer would violate that jurisdiction's laws.
Notice of Offer to Purchase for Cash
up to 1,739,130 Shares of its Common Stock
at a Purchase Price Not Greater Than $28.75
Nor Less Than $25.00 Per Share by
Delta and Pine Land Company
Delta and Pine Land Company, a Delaware corporation (the "Company"),
invites holders of its common stock, par value $0.10 per share, to tender their
shares at prices they specify within the range of not greater than $28.75 nor
less than $25.00 per share (the "Price Range"), subject to the conditions set
forth in the Offer to Purchase dated April 20, 2005 (the "Offer to Purchase")
and the accompanying letter of transmittal (which together, as they may be
amended and supplemented from time to time, constitute the tender offer). On the
terms and subject to the conditions of the tender offer, the Company will
determine the single per share price within the Price Range, net to tendering
stockholders in cash, without interest, that the Company will pay for shares
properly tendered and not properly withdrawn in the tender offer, taking into
account the total number of shares so tendered and the prices specified by the
tendering stockholders. The Company will pay the same price per share for each
share of common stock purchased in the tender offer. The Company will select the
lowest purchase price that will allow it to purchase 1,739,130 shares, or such
fewer number of shares as are properly tendered and not properly withdrawn, at
prices within the Price Range. The Company reserves the right in its sole
discretion to purchase more than 1,739,130 shares in the tender offer, subject
to applicable law. The Company will purchase all shares properly tendered at
prices at or below the purchase price determined by the Company and not properly
withdrawn at the purchase price, net to the seller in cash, without interest,
upon the terms and subject to the conditions of the tender offer, including the
odd lot, proration and conditional tender provisions described in the Offer to
Purchase. If more than 1,739,130 shares are tendered at or below the purchase
price, the Company will purchase all shares tendered at or below the purchase
price on a pro-rata basis, except for "odd lots" (lots held by owners of less
than 100 shares), which the Company will purchase on a priority basis as more
fully described in the Offer to Purchase, and except for shares that were
conditionally tendered and for which the condition was not satisfied. The
Company will not purchase shares tendered at prices greater than the purchase
price or shares that the Company does not accept for purchase because of
proration provisions or conditional tenders. Shares not purchased in the tender
offer will be returned to the tendering stockholders at the Company's expense
promptly after the expiration of the tender offer. The tender offer is not
conditioned upon the receipt of financing nor on any minimum number of shares
being tendered. The tender offer is, however, subject to other conditions.
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THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005, UNLESS THE COMPANY
EXTENDS THE TENDER OFFER.
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The Company will make payment for shares tendered and accepted for payment
pursuant to the tender offer only after the Depositary timely receives share
certificates or a timely confirmation of the book-entry transfer of the shares
into the Depositary's account at the book-entry transfer facility, a properly
completed and duly executed letter of transmittal, or an agent's message in the
case of a book-entry transfer, and any other documents required by the letter of
transmittal.
The Company believes that the tender offer is a prudent use of its
financial resources, given its strong cash position and expected future cash
flows, business profile, assets and the current market price of its common
stock. The tender offer represents an opportunity for the Company to return cash
to stockholders who elect to tender their shares while at the same time
increasing non-tendering stockholders' proportionate interest in the Company.
The Company's Board of Directors has approved the tender offer. However,
neither the Company, its Board of Directors nor the dealer manager makes any
recommendation to any stockholder as to whether to tender or refrain from
tendering any shares or as to the price or prices at which stockholders may
choose to tender their shares. The Company has not authorized any person to make
any recommendation. Stockholders should carefully evaluate all information in
the tender offer, should consult their own investment and tax advisors, and
should make their own decisions about whether to tender shares, and, if so, how
many shares to tender and the price or prices at which to tender. The Company
has been advised that of its directors and executive officers, one executive
officer intends to tender a portion of his shares in the tender offer.
The Company reserves the right to extend the tender offer at any time and
from time to time, by giving oral or written notice of such extension to the
Depositary. The Company will announce such an extension no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration date. The term "expiration date" means 12:00 Midnight, New York City
time, on Tuesday, May 17, 2005, unless the Company, in its sole discretion,
shall have extended the period of time during which the tender offer will remain
open, in which event the term "expiration date" shall refer to the latest time
and date at which the tender offer, as so extended by the Company, shall expire.
Tenders of shares are irrevocable, except that tenders of shares in the
offer may be withdrawn at any time prior to the expiration date and, unless
accepted for payment by the Company pursuant to the tender offer after the
expiration date, shares may also be withdrawn at any time after 12:00 midnight,
New York City time, on Wednesday, June 15, 2005. For a withdrawal to be
effective, the Depositary must timely receive a written or facsimile
transmission notice of withdrawal at the Depositary's address set forth on the
back cover page of the Offer to Purchase. Any such notice of withdrawal must
specify the name of the tendering stockholder, the number of shares that the
stockholder wishes to withdraw and the name of the registered holder of the
shares. If the share certificates to be withdrawn have been delivered or
otherwise identified to the Depositary, then, before the release of the share
certificates, the serial numbers shown on the share certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an "eligible guarantor institution" (as defined in the
Offer to Purchase), unless the shares have been tendered for the account of an
eligible guarantor institution. If a stockholder has tendered shares under the
procedure for book-entry transfer set forth in Section 3 of the Offer to
Purchase, any notice of withdrawal also must specify the name and the number of
the account at the book-entry transfer facility to be credited with the
withdrawn shares and must otherwise comply with the book-entry transfer
facility's procedures.
The Offer to Purchase and letter of transmittal contain important
information which should be read before stockholders decide whether to accept or
reject the offer. They will be mailed to record holders of shares and will be
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the Company's shareholders list (or, if applicable,
who are listed as participants in a clearing agency's security position listing)
for transmittal to beneficial owners of shares.
The information required to be disclosed by Rule 13e-4(d)(1) of the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference in this notice.
Please contact the information agent or the dealer manager set forth below
with any questions or requests for assistance. Please contact the information
agent for additional copies of the Offer to Purchase, the accompanying letter of
transmittal, and other tender offer materials. They will furnish copies promptly
at the Company's expense.
The Information Agent for the Tender Offer is:
Georgeson Shareholder
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call: (212) 440-9800
All Others Call Toll Free: (800) 561-4184
The Dealer Manager for the Tender Offer is:
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Attn: Equity Capital Markets
Call: (212) 821-2100
April 20, 2005