OPTION ELECTION
TO EXERCISE OPTIONS AND TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MYCOGEN CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 4, 1998
OF
AGROSCIENCES ACQUISITION INC.
A MAJORITY-OWNED SUBSIDIARY OF
DOW AGROSCIENCES LLC
AND A WHOLLY OWNED INDIRECT SUBSIDIARY OF
THE DOW CHEMICAL COMPANY
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SIGNATURE REQUIRED ON PAGE 4
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Dear Option Holder:
AgroSciences Acquisition Inc. ("Purchaser"), a majority-owned subsidiary of
Dow AgroSciences LLC ("Parent") and a wholly owned indirect subsidiary of The
Dow Chemical Company ("TDCC"), has made an 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 (the "Company"), at a purchase price of $28.00 per Share, net to the
seller in cash. The enclosed Offer to Purchase dated September 4, 1998 (the
"Offer to Purchase"), and the related Letter of Transmittal enclosed with this
Option Election (which, together with the Offer to Purchase, constitute the
"Offer"), describe the Offer in greater detail.
As a holder of options ("Options") to purchase Shares under the Mycogen
Corporation 1992 Stock Option Plan (which incorporates outstanding Options
granted under the Mycogen Corporation 1983 Stock Option Plan) (the "1992 Plan"),
you may submit to the Company this Option Election exercising all of your
outstanding Options (whether or not the Option was previously exercisable) and
instructing the Company to tender each of the Shares issuable under all such
Options (the "Option Shares") in the Offer, as set forth below under
"Instructions"; provided, that any exercise of an Option must be in accordance
with the terms of the 1992 Plan.
By signing below, you hereby agree that, immediately prior to the purchase
of Shares by Purchaser in the Offer, and contingent upon such purchase, you will
be deemed to have fully exercised each Option held by you and to have tendered
each of the Option Shares to Purchaser pursuant to the Offer. By signing below,
you also agree that the exercise price per Option Share (the "Exercise Price")
will be deemed to be paid with the proceeds of an interest free advance from the
Company (the "Advance"). The Advance will be deemed to be repaid in full on your
behalf by Purchaser from a portion of the consideration due to you for such
Shares in the Offer. After such repayment, you will be entitled to receive from
Purchaser with respect to each Option Share purchased by Purchaser pursuant to
the Offer an amount equal to the difference between (a) the Exercise Price and
(b) the price per Share paid by Purchaser pursuant to the Offer.
By signing below, you acknowledge that you have been advised that (1)
Options for which a valid Option Election has been executed and delivered to the
Company that are not already vested will become vested immediately prior to the
expiration of the Offer (but contingent upon the purchase by Purchaser of Shares
pursuant to the Offer), (2) the Company and Parent will make it possible for
Option Shares issuable upon exercise of the Options covered by Option Elections
above to be tendered in the Offer and (3) upon the purchase of Option Shares
pursuant to this Option Election, you will have no further rights under such
Option.
TO ASSURE THAT YOUR OPTION ELECTION CAN BE PROCESSED ON TIME, PLEASE EXECUTE
THIS OPTION ELECTION AND DELIVER IT TO THE COMPANY ACCORDING TO THE INSTRUCTIONS
SET FORTH BELOW, BEFORE 5:00 P.M., SAN DIEGO, CALIFORNIA TIME, ON WEDNESDAY,
SEPTEMBER 30, 1998, UNLESS THE OFFER IS EXTENDED.
The Offer is being made in connection with an Agreement and Plan of Merger
(the "Merger Agreement") dated as of August 31, 1998, among the Company,
Purchaser, Parent and, for the limited purpose set forth in the Merger
Agreement, TDCC. If you decide not to execute this Option Election and return it
to the Company and, thereby, not exercise your Options and tender your Option
Shares under the Offer, then your Options will become exercisable immediately
prior to the Effective Time of the Merger (as defined in the Offer to Purchase)
(contingent upon the purchase by Purchaser of Shares pursuant to the Offer) and
the Company intends on treating your Options as terminated and no longer
outstanding as of the Effective Time of the Merger; provided, however, that the
Company will make arrangements so that if you consent to the termination of your
Options (either before the Effective Time of the Merger or within a reasonable
time thereafter), then you will be entitled to receive in respect of your
Options an amount in cash equal to $28.00 less the exercise price per Share
under each of your Options multiplied by the number of Option Shares.
If you require additional information concerning the terms and conditions of
the Offer, please call Georgeson & Company Inc., the Information Agent, at (800)
223-2064. If you require additional information
concerning the procedure to tender Option Shares or the completion of this
Option Election, please call Cheri Manis of the Company's Investor Relations
Department at (800) 745-7475.
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO
PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
THE SPECIAL COMMITTEE COMPRISED OF TWO MEMBERS OF THE COMPANY'S BOARD OF
DIRECTORS INDEPENDENT OF TDCC, PARENT AND PURCHASER (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.
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INSTRUCTIONS
Carefully complete this Option Election below. To assure that your Option
Election can be processed on time, please be sure to sign and date the form and
return this Option Election to Mycogen Corporation, AgroSciences Tender Offer,
5501 Oberlin Drive, San Diego, California 92121, Attention: Cheri Manis, not
later than 5:00 p.m., San Diego, California time, on Wednesday, September 30,
1998, unless the Offer is extended.
The Company reserves the absolute right to waive any defect or irregularity
in the exercise of any Option or the tender of any Shares. No exercise of
Options and tender of Option Shares will be deemed to be properly made until all
defects or irregularities have been cured or waived. None of the Company, the
Dealer Manager, the Depositary, the Information Agent or any other person is or
will be obligated to give notice of any defects or irregularities in tenders of
exercises of Options and Option Shares, and none of them will incur any
liability for failure to give any such notice.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDER OF OPTIONS. NO FACSIMILE TRANSMISSIONS OF THE OPTION ELECTION
WILL BE ACCEPTED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE DELIVERY BY 5:00 P.M., SAN DIEGO, CALIFORNIA TIME, ON WEDNESDAY,
SEPTEMBER 30, 1998.
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OPTION EXERCISE
If you want to exercise your Options and tender your Option Shares in the
Offer, follow the instructions below.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, OCTOBER 2, 1998, UNLESS PURCHASER EXTENDS THE OFFER. EXCEPT AS
SET FORTH HEREIN, IF YOU WANT TO PARTICIPATE IN THE OFFER, YOU MUST COMPLETE AND
RETURN THE ENCLOSED OPTION ELECTION AS SET FORTH IN INSTRUCTION (2) BELOW PRIOR
TO THE EXPIRATION OF THE OFFER.
To properly complete your Option Election, you need to do the following:
(1) Complete, date and sign the Option Election on page 4.
(2) Return this Option Election to Mycogen Corporation, AgroSciences Tender
Offer, 5501 Oberlin Drive, San Diego, California 92121, Attention: Cheri Manis,
not later than 5:00 p.m., San Diego, California time, on Wednesday, September
30, 1998, unless the Offer is extended. Option Elections received after the
expiration of the Offer will not be honored. NO FACSIMILE TRANSMITTALS OF THE
OPTION ELECTION WILL BE ACCEPTED.
WITHDRAWAL
If completely and properly submitted, your direction to exercise Options and
tender the related Shares will be deemed irrevocable upon receipt by the Company
unless withdrawn prior to the Expiration of the Offer, unless extended. In order
to make an effective withdrawal, you must submit a new Option Election which may
be obtained by calling Cheri Manis of the Company's Investor Relations
Department at (800) 745-7475 (or use a photocopy of an Option Election). Your
new Option Election must be signed and dated on page 4. You must also write
"WITHDRAW" in the space beneath the signature block on page 4. Upon receipt of a
new, signed, dated and properly completed Option Election, your previous
direction will be deemed canceled. You may be deemed to re-exercise your Options
and be deemed to re-tender your Option Shares by obtaining another Option
Election from Cheri Manis (or use a photocopy of an Option Election) and
repeating the previous instructions for directing exercises and tenders as set
forth above.
FURTHER INFORMATION
If you require additional information concerning the terms and conditions of
the Offer, please call Georgeson & Company Inc., the Information Agent, at (800)
223-2064. If you require additional information concerning the procedure to
tender Shares receivable upon exercise of your Options or the completion of this
Option Election, please call Cheri Manis of the Company's Investor Relations
Department at (800) 745-7475.
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SIGNATURE
(REQUIRED)
The undersigned acknowledges receipt of the Offer to Purchase, dated
September 4, 1998, from Purchaser and Parent and represents that the
undersigned has carefully read such documents. The undersigned hereby
instructs the Company, subject to the terms and conditions set forth in this
Option Election and the Offer to Purchase, to carry out the instructions
contained in this form.
The Company is hereby authorized to exercise all Options of which the
undersigned is a holder and to tender the undersigned's Option Shares.
The undersigned understands that withholding taxes, at the minimum rate
or the rate specified in Form B tax election previously filed with the
Company, will be withheld from any proceeds received by the undersigned
(unless the undersigned has submitted with this form, or pursuant to
subsequent notification from the Company, a check in an amount sufficient to
cover such amount). The undersigned further agrees that, if such proceeds
are insufficient to cover applicable withholding taxes, Option Shares will
not be credited to his or her account until he or she has, upon request of
the Company, forwarded to the Company a check in an amount sufficient to
cover such taxes. In lieu of withholding at such rates, the undersigned
instructs the Company to withhold taxes at the following rates (which may
not be less than the minimum federal, state or local tax rates applicable to
you, nor in excess of such proceeds):
Federal:________%; State:________%; Local:________%.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF
THE UNDERSIGNED.
Signature:________________________ Date:_______________________
Name:_______________________ Social Security Number:_______________________
(PLEASE PRINT)
Address:____________________________________________________________________
(STREET ADDRESS, INCLUDING APARTMENT NUMBER -- PLEASE PRINT)
__________________________________________________________________________
(CITY) (STATE) (ZIP CODE)
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