THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED
SEPTEMBER 4, 1998 AND THE RELATED LETTER OF TRANSMITTAL, AND IS BEING MADE TO
ALL HOLDERS OF SHARES, EXCEPT IN ANY JURISDICTION WHERE THE MAKING OF SUCH
WOULD BE ILLEGAL. THE PURCHASER IS NOT AWARE OF ANY STATE IN WHICH THE MAKING
OF THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT TO A
STATE STATUTE. IF THE PURCHASER BECOMES AWARE OF ANY STATE WHERE THE MAKING
OF THE OFFER IS SO PROHIBITED, THE PURCHASER WILL MAKE A GOOD FAITH EFFORT TO
COMPLY WITH ANY SUCH STATUTE OR SEEK TO HAVE SUCH STATUTE DECLARED
INAPPLICABLE TO THE OFFER. IF, AFTER SUCH GOOD FAITH EFFORT, THE PURCHASER
CANNOT COMPLY WITH ANY APPLICABLE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES IN SUCH
STATE. IN ANY JURISDICTIONS, THE SECURITIES LAWS OR BLUE SKY LAWS OF WHICH
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL
BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER, IF AT ALL, BY SALOMON SMITH
BARNEY INC. OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
NOTICE OF 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
AgroSciences Acquisition Inc., a Delaware corporation (the "Purchaser") which
is a majority-owned subsidiary of Dow AgroSciences LLC, a Delaware limited
liability company ("Parent") and a wholly-owned indirect subsidiary of The
Dow Chemical Company, a Delaware corporation ("TDCC"), is offering to
purchase any and all shares of common stock, $0.001 par value per share
(including the associated preferred stock purchase rights) (the "Shares"), of
Mycogen Corporation, a California corporation (the "Company"), at $28.00 per
Share (the "Offer Price"), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated September 4, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together, constitute the "Offer").
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, OCTOBER 2, 1998 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED.
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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 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 below) (the "Minimum
Condition"). Purchaser may waive the Minimum Condition if the Special
Committee consents or if, following the consummation of the Offer, Purchaser
and Parent, collectively, would be the owners of Shares representing at least
81.07% of the Fully Diluted Shares. Parent and Purchaser would collectively
own at least this percentage of Fully Diluted Shares only if Purchaser
purchased at least a majority of the Fully Diluted Shares which Parent does
not already own and therefore could be purchased by Purchaser pursuant to the
Offer. "Fully Diluted Shares" as of a particular date means the issued and
outstanding Shares as of such date, plus the Shares that would be issued if
all options to purchase Shares under the Company's option plan (whether or
not vested) outstanding as of that date were exercised and all Shares that
would be issued if all eligible persons executed and delivered valid Stock
Purchase Elections (as defined in Section 10 of the Offer to Purchase) under
the Company's Stock Purchase Plan to the Company. Certain other conditions to
the Offer are described in "The Tender Offer--13. Certain Conditions of the
Offer" in the Offer to Purchase.
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 therein,
TDCC. The Merger Agreement provides that, among other things, as soon as
practicable after the purchase of Shares pursuant to the Offer, if Purchaser
and Parent collectively own at least 90% of the outstanding Shares and if the
other conditions set forth in the Merger Agreement are satisfied, in
accordance with the California General Corporation Law ("California Law") and
the Delaware General Corporation Law, Parent will cause Purchaser to become
the beneficial and record owner of all Shares
then owned of record by Parent, Purchaser will be merged with and into the
Company (the "Merger") and the Company will be the surviving corporation. As
a result of the Merger, the Company will become a wholly-owned indirect
subsidiary of TDCC and, other than Shares held by Parent, Purchaser or the
Company or by stockholders who shall have demanded and perfected appraisal
rights under California Law, will be canceled and converted into the right to
receive an amount in cash equal to the Offer Price. If, after Purchaser
purchases Shares pursuant to the Offer, Purchaser and Parent do not
collectively own at least 90% of the outstanding Shares, Purchaser will be
unable to effect the Merger under California Law and Purchaser will not be
obligated to do so pursuant to the Merger Agreement.
A Special Committee of the Company's directors independent of TDCC,
Parent, Purchaser or the Company's management (the "Special Committee"),
unanimously recommended to the Company's Board of Directors that it enter
into the Merger Agreement and approve the Offer. 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. See "Recommendation
of the Company's Board of Directors" in the Offer to Purchase.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
validly withdrawn, as, if and when the Purchaser gives oral or written notice
to BankBoston, N.A. (the "Depositary") of the Purchaser's acceptance of such
Shares for payment pursuant to the Offer. In all cases, upon the terms and
subject to the conditions of the Offer, payment for Shares purchased pursuant
to the Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the
purpose of receiving payments from the Purchaser and transmitting such
payments to validly tendering stockholders. Under no circumstances will
interest on the purchase price for Shares be paid by the Purchaser by reason
of any delay in making such payment. In all cases (except as provided in the
Offer to Purchase), payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for such Shares ("Share Certificates") or timely confirmation of
the book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to
the procedures set forth in "The Tender Offer--Section 3. Procedures for
Tendering Shares" in the Offer to Purchase, (b) the Letter of Transmittal (or
facsimile thereof) properly completed and duly executed with any required
signature guarantees (or, alternatively, an Agent's Message as set forth in
the Offer to Purchase) and (c) any other documents required by the Letter of
Transmittal.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, October 2, 1998, unless and until the Purchaser shall have extended
the period of time for which the Offer is open in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as
so extended by the Purchaser, shall expire. The Purchaser expressly reserves
the right, under the circumstances described in the Offer to Purchase, to
extend the period during which the Offer is open by giving oral or written
notice of such extension to the Depositary, followed as promptly as
practicable by public announcement no later than 9:00 A.M., New York City
time, on the next business day after the previously scheduled Expiration
Date. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of tendering
shareholders to withdraw such stockholder's Shares.
The Purchaser's acceptance for payment of Shares tendered pursuant to
any one of the procedures described in the Offer to Purchase and in the
Letter of Transmittal will constitute a binding agreement between the
tendering stockholder and the Purchaser upon the terms and subject to the
conditions of the Offer. Except as otherwise provided in "The Tender
Offer--Section 4. Withdrawal Rights; Statutory Rights" in the Offer to
Purchase, tenders of Shares made pursuant to the Offer are irrevocable.
Shares tendered pursuant to the Offer may be withdrawn at any time on or
prior to the Expiration Date and, unless theretofore accepted for payment as
provided herein, may also be withdrawn after November 2, 1998. For a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover of the Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of shares to be withdrawn and if Share Certificates
have been tendered, the name of the registered holder of the Shares as set
forth in the Share Certificate, if different from that of the person who
tendered such Shares. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, the tendering shareholder must submit the serial numbers shown
on the particular certificates evidencing the Shares to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), except in the case of
Shares tendered for the account of an Eligible Institution. If Shares have
been tendered pursuant to the procedures for book-entry transfer as set forth
in "The Tender Offer--Section 3. Procedure for Tendering Shares" in the Offer
to Purchase, the notice of withdrawal must specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with
the withdrawn Shares, in which case a notice of withdrawal will be effective
if a written or facsimile transmission notice of withdrawal is timely
received by the Depositary at one of its addresses set forth on the back
cover of the Offer to Purchase. Withdrawals of Shares may not be rescinded.
Any Shares properly withdrawn will be deemed not validly tendered for
purposes of the Offer, but may be retendered at any subsequent time prior to
the Expiration Date by following any of the procedures described in "The
Tender Offer--Section 3. Procedure for Tendering Shares" in the Offer to
Purchase. All questions as to the form and validity (including time of
receipt) of any notices of withdrawal will be determined by the Purchaser, in
its sole discretion, whose determination will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Company has provided the Company's stockholder list and security
position listings to the Purchaser for the purpose of disseminating the Offer
to stockholders. The Offer to Purchase and the related Letter of Transmittal
and, if required, other relevant materials will be mailed to stockholders
whose names appear on the Company's stockholder list and will be furnished
for subsequent transmittal to beneficial owners of Shares, to brokers,
dealers, commercial banks, trust companies and similar persons whose names,
or the names of whose nominees, appear on the shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
listing.
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Stockholders are urged to read the Offer to Purchase and the related
Letter oF Transmittal carefully before deciding whether to tender their
Shares.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager at the addresses and telephone
numbers set forth below. Requests for copies of the Offer to Purchase and the
related Letter of Transmittal and other tender Offer materials may be
directed to the Information Agent, the Dealer Manager or brokers, dealers,
commercial banks and trust companies and such materials will be furnished
promptly at the Purchaser's expense. The Purchaser will not pay any fees or
commissions to brokers, dealers, or other persons (other than the Information
Agent and the Dealer Manager) for soliciting tenders of Shares pursuant to
the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
& COMPANY INC.
---------------------
Wall Street Plaza
New York, New York 10005
BANKS AND BROKERS CALL COLLECT (212) 440-9800
ALL OTHERS CALL TOLL FREE (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
SALOMON SMITH BARNEY INC.
Seven World Trade Center
New York, New York 10048
September 4, 1998
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