SCHEDULE C.2 - MARKET COMPARISON APPROACH
BIOTECHNICA INTERNATIONAL, INC.
AND COMPARATIVE PUBLICLY TRADED COMPANIES
THAT HAVE RECEIVED OFFERS TO BE ACQUIRED
Dekalb Delta and
Consep Genetics Pine Land
NNM-CSEP NY-DKB NY-DLP Average Median
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Fully Diluted EPS Cont. Ops.*
1997 ($0.19) $0.80 $0.50
1996 ($0.31) $0.51 $0.39
1995 ($0.19) $0.30 $0.29
1994 ($0.97) $0.34 $0.22
1993 ($1.01) $0.03 $0.25
Fiscal Year Ended
(12/31/97) (8/31/97) (8/31/97)
Wtd. Avg. EPS Cont. Ops. $0.00 $0.51 $0.37
Last Twelve Months Ended
(6/30/98) (5/31/98) (5/31/98)
LTM EPS Cont. Ops. ($0.19) $0.60 $0.33
Forecasted Next Year ($0.12) $1.18 1.03
Book Value Per Share $1.57 $6.55 $2.60
LTM Sales Per Share $3.98 $13.96 $5.00
LTM EBITDA Per Share ($0.02) $1.57 $0.77
Invested Capital (9/21/98) $1.61 $100.46 $48.34
Inv. Capital as a Multiple of:
LTM Sales Per Share 0.41 7.19 9.66 5.75 7.14
LTM EBITDA Per Share nmf 64.14 62.63 63.38 63.51
Stock Price (9/21/98) $0.94 $93.50 $46.25
Stock Price as a Multiple of:
LTM EPS nmf 155.83 140.15 147.99 148.22
Wtd. Avg. EPS Cont. Ops. nmf 183.33 123.61 153.47 153.49
Forecasted Next Year EPS nmf 79.24 44.90 62.07 62.03
Book Value Per Share 0.60 14.27 17.79 10.88 14.15
LTM Sales Per Share 0.24 6.70 9.24 5.39 6.64
LTM EBITDA Per Share nmf 59.69 59.92 59.81 59.93
* A loss year results in $0 value being assigned.
CSEP has entered into a definitive agreement and plan of merger with Verdant
Brands, Inc. (formerly known as Ringer Corporation). Verdant Brands,
Inc. will issue 0.95 shares of its common stock in exchange for each
outstanding share of CSEP.
Monsanto Co. reached agreements to acquire DKB and DLP. Under terms of the
agreement with DKB, a Monsanto subsidiary will make a tender offer to
acquire all of the common stock of DKB for $100 per share. The offer will
be followed by a merger in which any remaining stock of DKB will be
exchanged for cash at the same price per share paid in the tender offer.
Under a separate agreement, DLP shareholders would be entitled to receive
0.8625 shares of Monsanto common in exchange for each share of DLP stock
they hold. Monsanto currently owns 4.7% of DLP common and 800,000
shares of non-voting preferred stock.