Howard, Monsanto Co to buy rest of Calgene for $8/shr.
ST. LOUIS, Mo., April 1 (Reuter) - Monsanto Co said Tuesday it entered into a definitive agreement to acquire for $8 each the remaining shares of Calgene Inc that it does not already own.
The deal has a total value of about $240 million.
Monsanto said the agreement was unanimously approved by a special committee composed of Calgene's directors who are neither designees of Monsanto nor Calgene employees.
The agreement provides that Monsanto will commence a tender offer by April 7.
The offer will be conditioned upon the tender of a majority of outstanding Calgene shares not owned by Monsanto and other customary conditions. After the tender offer, Monsanto said would acquire the remaining Calgene shares in a second-step merger at the same cash price per share.
Monsanto now owns 36.4 million shares of Calgene common stock, or about 54.6 percent of outstanding Calgene shares.
Monsanto first invested in Calgene in March 1996 by acquiring a 49.9 percent equity stake. In November 1996, Monsanto purchased an additional 6.25 million shares to raise its equity ownership to 54.6 percent. In January 1997, the company made a proposal to the Calgene board to acquire the remaining shares outstanding at the price of $7.25 a share.
This proposal was subject to the approval of a Calgene special committee, Monsanto said.
"This will promote the closer working relationships and the greater sharing of technologies that are only possible with full ownership of the company," Hendrik Verfaillie, Monsanto executive vice president, said in a statement. "We can now better realize the benefits from Calgene's research by combining our technology efforts and bringing products to market more rapidly."
Lloyd Kunimoto, Calgene president, said his company has built a "robust pipeline" of products and technologies that can be commercialized through Monsanto's operating companies, affiliates and strategic partners. Monsanto holds a minority stake in agricultural company DeKalb Genetics Corp .
Monsanto said it and Calgene also agreed in principle to settle putative class actions, which were filed in the Delaware Chancery Court following the announcement of Monsanto's initial acquisition proposal. The lawsuits had challenged the fairness to Calgene's shareowners of the transaction as initially proposed.
Calgene, an agricultural biotechnology company based in Davis, Calif., has conducted research in oils, fresh produce and cotton. Monsanto is a life sciences company with agricultural, food science and pharmaceutical operations.
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Your opinion seems to have come true, though only at $8 per share. I think that Monsanto probably didn't want any holdups in acquiring the remaining shares. They still need to have tendered the majority of Calgene shares that are outstanding, and I don't see that as a problem to Monsanto.
By the way, I was quite impressed with Monsanto's annual report. If you have a chance take a look.
Regards |
