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.
To Our Clients:
Enclosed for your consideration are the 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") in
connection with the offer by AgroSciences Acquisition Inc., a Delaware
corporation ("Purchaser") and a majority-owned subsidiary of Dow AgroSciences
LLC ("Parent"), 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 (the "Company"), at a price of
$28.00 per share, net to the seller in cash, without interest thereon, upon the
terms and conditions set forth in the Offer. We are the holder of record of the
Shares held for your account. A tender of such Shares can be made only by us as
the holder of record and pursuant to your instructions. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
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"), UNANIMOUSLY RECOMMENDED TO THE COMPANY'S BOARD OF
DIRECTORS THAT IT APPROVE THE OFFER. THE COMPANY'S ENTIRE BOARD OF DIRECTORS
ALSO REVIEWED THE OFFER AND, AFTER RECEIPT OF THE RECOMMENDATION OF THE SPECIAL
COMMITTEE, CONCLUDED THAT THE OFFER IS IN THE BEST INTERESTS OF THE COMPANY AND
ITS STOCKHOLDERS (OTHER THAN TDCC OR ITS AFFILIATES). ACCORDINGLY, THE COMPANY'S
BOARD OF DIRECTORS UNANIMOUSLY HAS APPROVED THE OFFER AND RECOMMENDS THAT
STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
PLEASE NOTE CAREFULLY THE FOLLOWING:
1. The tender price is $28.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer.
2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Friday, October 2, 1998, unless the Offer is extended (the "Expiration
Date").
3. The Offer is being made for all of the Shares.
4. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A
NUMBER OF SHARES OF THE COMPANY SUCH THAT, UPON PURCHASE OF SUCH SHARES BY
PURCHASER, PURCHASER AND PARENT, COLLECTIVELY, WILL BE THE OWNERS OF SHARES
REPRESENTING AT LEAST 90% OF THE FULLY DILUTED SHARES (AS DEFINED IN THE
INTRODUCTION TO 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 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 INTRODUCTION AND SECTIONS
1 AND 13 THEREOF.
5. Any brokerage fees, commissions or stock transfer taxes applicable to
the sale of the Shares to Purchaser pursuant to the Offer will be paid by such
Purchaser, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize tender of your Shares, all such Shares will be tendered unless
otherwise specified on the instruction form set forth below.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER. THE OFFER, AND
WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
OCTOBER 2, 1998, UNLESS PURCHASER EXTENDS THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of the Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions the laws of which require that the Offer be
made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Purchaser by Salomon Smith Barney Inc., or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
2
INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MYCOGEN CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated September 4, 1998, and the related Letter of Transmittal
(which collectively constitute the "Offer") in connection with the offer by
AgroSciences Acquisition Inc., a Delaware corporation and a majority-owned
subsidiary of Dow AgroSciences LLC, 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.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number(1) of Shares to be Tendered: _____________________________________ Shares
Account Number: ____________________________________
Dated: _____________________, 1998
SIGN HERE
Signature(s): __________________________________________________________________
Print Name(s): _________________________________________________________________
Print Address(es): _____________________________________________________________
Area Code and Telephone Number: ________________________________________________
Taxpayer ID No. or Social Security No.: ________________________________________
(1) Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.