Exhibit (a)(5)(B)
NEWS
Delta and Pine Land Company
P.O. Box 157
Scott, Mississippi 38772
________________________________________________________________________________
Contact: Investors Media
Tom Jagodinski Jonathan Gasthalter/Amy Cohen
Delta and Pine Land Company Citigate Sard Verbinnen
(662) 742-4518 (212) 687-8080
DELTA AND PINE LAND COMPANY ANNOUNCES
COMMENCEMENT OF TENDER OFFER
SCOTT, MS, April 20, 2005 - Delta and Pine Land Company (NYSE: DLP)
announced today that it is commencing a modified "Dutch auction" tender offer
for 1,739,130 shares of its common stock at a price per share of between $25.00
to $28.75. 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.
Under the tender offer, stockholders will have the opportunity to tender
some or all of their shares at a price within the $25.00 to $28.75 per share
price range. Based on the number of shares tendered and the prices specified by
the tendering stockholders, the Company will determine the lowest per share
price within the range that will enable it to buy 1,739,130 shares, or such
lesser number of shares that are properly tendered. If stockholders of more than
1,739,130 shares properly tender their shares at or below the determined price
per share, the Company will purchase shares tendered by such stockholders, at
the determined price per share, on a pro rata basis. Additionally, if more than
1,739,130 shares are properly tendered, the number of shares to be repurchased
by the Company pursuant to the tender offer may, at the discretion of the
Company, be increased by up to 2% of the Company's outstanding shares.
Stockholders whose shares are purchased in the offer will be paid the
determined purchase price per share net in cash, without interest, after the
expiration of the offer period. The offer is not contingent upon any minimum
number of shares being tendered. The offer is subject to a number of other terms
and conditions specified in the Offer to Purchase that is being distributed to
stockholders. The offer will expire at 12:00 Midnight, New York City time, on
Tuesday, May 17, 2005, unless extended by the Company.
The information agent for the offer is Georgeson Shareholder Communications
Inc. None of the Company, its board of directors or the information agent is
making any recommendation to stockholders as to whether to tender or refrain
from tendering their shares into the tender offer. Stockholders must decide how
many shares they will tender, if any, and the price within the stated range at
which they will offer their shares for purchase by the Company.
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About Delta and Pine Land Company
Delta and Pine Land Company is a leading commercial breeder, producer and
marketer of cotton planting seed. Headquartered in Scott, Mississippi, with
multiple offices in eight states and facilities in several foreign countries,
D&PL also breeds, produces and markets soybean planting seed in the U.S. For
more information about D&PL, please refer to the Company's website at
www.deltaandpine.com.
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of the Company's
common stock. The offer is being made solely by the Offer to Purchase and the
related letter of transmittal. Investors are urged to read the Company's tender
offer statement on Schedule TO filed with the SEC in connection with the tender
offer, which includes as exhibits, the offer to purchase and the related letter
of transmittal, as well as any amendments or supplements to the statement when
they become available, because they contain important information. Each of these
documents has been or will be filed with the SEC, and investors may obtain them
for free from the SEC at the SEC's website (www.sec.gov) or from Georgeson
Shareholder Communications Inc., the information agent for the tender offer, by
directing such request to: Georgeson Shareholder Communications Inc., 17 State
Street, New York, New York, 10004, shareholders call (800) 561-4184, banks and
brokers call (212) 440-9800. Stockholders are urged to carefully read these
materials prior to making any decision with respect to the offer.
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