SALOMON SMITH BARNEY INC.
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MYCOGEN CORPORATION
AT
$28.00 NET PER SHARE
BY
AGROSCIENCES ACQUISITION INC.
A MAJORITY-OWNED SUBSIDIARY OF
DOW AGROSCIENCES LLC
AND A WHOLLY OWNED INDIRECT SUBSIDIARY OF
THE DOW CHEMICAL COMPANY
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 2, 1998, UNLESS THE OFFER IS EXTENDED.
September 4, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by AgroSciences Acquisition Inc., a Delaware
corporation ("Purchaser") and a majority-owned subsidiary of Dow AgroSciences
LLC, a Delaware limited liability company ("Parent"), to act as Dealer Manager
in connection with Purchaser's offer to purchase all of the outstanding shares
of common stock, par value $0.001 per share (including the associated preferred
stock purchase rights) (the "Shares"), of Mycogen Corporation, at $28.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in Purchaser's Offer to Purchase dated September 4, 1998 (the "Offer
to Purchase") and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer").
THE OFFER IS SUBJECT TO SEVERAL CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE, INCLUDING THE CONDITION THAT THERE ARE VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES SUCH
THAT PURCHASER AND PARENT, COLLECTIVELY, WILL BE THE OWNERS OF SHARES
REPRESENTING AT LEAST 90% OF THE FULLY DILUTED SHARES (AS DEFINED IN THE
INTRODUCTION OF THE OFFER TO PURCHASE) (THE "MINIMUM CONDITION"); PROVIDED,
HOWEVER, PURCHASER MAY, BUT NEED NOT, WAIVE THE MINIMUM CONDITION (1) WITHOUT
THE APPROVAL OF THE SPECIAL COMMITTEE COMPRISED OF TWO MEMBERS OF THE COMPANY'S
BOARD OF DIRECTORS INDEPENDENT OF TDCC, PARENT, PURCHASER AND MANAGEMENT OF THE
COMPANY (THE "SPECIAL COMMITTEE"), IF PURCHASER AND PARENT, COLLECTIVELY, WILL
BE THE OWNERS OF SHARES REPRESENTING AT LEAST 81.07% OF THE FULLY DILUTED
SHARES, OR (2) WITH THE APPROVAL OF THE SPECIAL COMMITTEE, IF PURCHASER AND
PARENT, COLLECTIVELY, WILL BE THE OWNERS OF SHARES REPRESENTING LESS THAN 81.07%
OF THE FULLY DILUTED SHARES. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND
CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. SEE "THE TENDER OFFER--13.
CERTAIN CONDITIONS OF THE OFFER" IN THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated September 4, 1998;
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients, together with GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
providing information relating to backup federal income tax withholding
(facsimile copies of the Letter of Transmittal may be used to tender Shares);
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
certificates for the Shares being tendered and all other required documents
cannot be delivered to the Depositary by the Expiration Date as defined in the
Offer to Purchase or if procedures for book-entry transfer cannot be completed
by the Expiration Date;
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer;
5. A letter to Mycogen Corporation stockholders from Carlton J. Eibl,
President, and Nickolas D. Hein, Chairman of the Board, of Mycogen Corporation;
and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, OCTOBER 2, 1998, UNLESS
THE OFFER IS EXTENDED.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment and pay for the Shares which are
validly tendered prior to the Expiration Date and not theretofore properly
withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. Payment for the Shares purchased pursuant to the Offer will in all cases
be made only after timely receipt by the Depositary of certificates for the
Shares or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, pursuant to the procedures
described in "The Tender Offer--3. Procedure for Tendering Shares" of the Offer
to Purchase, a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) or an Agent's Message in connection with a
book-entry transfer, and all other documents required by the Letter of
Transmittal.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents on or prior to the
Expiration Date or to comply with the book-entry transfer procedure on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in "The Tender Offer--3. Procedure for Tendering Shares" in the Offer
to Purchase.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than to the Dealer Manager as described in the Offer to
Purchase) for soliciting tenders of the Shares pursuant to the Offer. Purchaser
will, however, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. Purchaser will pay all stock
transfer taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase and the Letter of Transmittal.
Very truly yours,
SALOMON SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF PARENT, PURCHASER, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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