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Biotech / Medical : Monsanto Co. -- Ignore unavailable to you. Want to Upgrade?

To: Dan Spillane who wrote (2247)	7/2/1999 11:47:00 AM
From: Anthony Wong	Respond to of 2539

Monsanto Co. Reiterated 'Buy' at J.P. Morgan Bloomberg News Jul 2 1999 8:19AM ET Princeton, New Jersey, July 2 (Bloomberg Data) -- Monsanto Co. (MTC US) was reiterated ''buy'' by analyst Donald D. Carson at J.P. Morgan Securities. The 12-month target price is $50.00 per share.

To: Dan Spillane who wrote (2247)	7/2/1999 3:53:00 PM
From: Anthony Wong	Respond to of 2539

Pioneer says DuPont was in talks to buy Monsanto Friday July 2, 3:10 pm Eastern Time By Emily Kaiser CHICAGO, July 2 (Reuters) - Chemical giant DuPont Co. (NYSE:DD - news) had been in talks to buy life sciences firm Monsanto Co. (NYSE:MTC - news), but dropped the plans after seed maker Pioneer Hi-Bred International Inc. (NYSE:PHB - news) objected, Pioneer said in a regulatory filing on Friday. Pioneer, which is a key competitor with Monsanto, said DuPont informed it of its plans to acquire Monsanto on Jan. 4, 1999, Pioneer said in the filing with the U.S. Securities and Exchange Commission. At that time, DuPont owned 20 percent of Pioneer's stock. DuPont agreed on March 15 to acquire Pioneer for $7.7 billion. There had been widespread rumors earlier in March that DuPont planned to acquire Monsanto. On Jan. 6, Pioneer's chairman, Charles Johnson, ''stated that if DuPont proceeded to combine with Monsanto, the relationship between DuPont and Pioneer would likely be negatively affected,'' Pioneer said in the filing. Pioneer was concerned that if DuPont were to acquire Monsanto, it would have to sell its stake in Pioneer to satisfy antitrust concerns. Pioneer is the largest U.S. seed company and Monsanto is the second largest. Also, Pioneer was suing Monsanto at the time over rights to certain crop genetics. ''As an alternative to the termination of their relationship, Mr. Johnson suggested the possibility that, before combining with Monsanto, DuPont first acquire the remaining interest in Pioneer not owned by DuPont,'' Pioneer said in the filing. A spokeswoman for DuPont declined to comment. A Monsanto spokeswoman could not immediately be reached. DuPont and Pioneer met repeatedly over the next two months, and haggled over price and other terms, the filing shows. DuPont Chairman Charles Holliday initially considered a price in the range of $30 to $35 a share, which was below the final agreement of $40 a share. ''DuPont and Pioneer continued to differ as to the appropriate valuation of Pioneer,'' the filing said, referring to the Jan. 25, 1999 to Feb. 24, 1999 time period. As the talks continued, DuPont puts its discussions with Monsanto on hold, but said it was prepared to resurrect them if negotiations with Pioneer broke down, Pioneer said. ''DuPont on several occasions expressly stated that, unless substantial progress was being made in discussions between DuPont and Pioneer, DuPont was prepared to proceed with further discussions with Monsanto,'' according to the Pioneer filing. In the last stages of discussions, the DuPont and Pioneer agreed that if DuPont entered into any transaction with Monsanto before the Hart-Scott-Rodino waiting period expired, Pioneer would be permitted to seek a court order requiring DuPont to abandon the Monsanto deal. Pioneer would also be entitled to repurchase DuPont's 20 percent stake in Pioneer at $8.58 a share, 25 percent of its closing price on March 12. The waiting period ended on May 21. On Friday, shares of Pioneer were up 1/16 at 38-3/4, while DuPont's stock was up 7/8 at 70-5/8. Monsanto's shares were up 1/2 at 42-5/8. biz.yahoo.com

To: Dan Spillane who wrote (2247)	7/2/1999 3:57:00 PM
From: Anthony Wong	Read Replies (1) \| Respond to of 2539

DuPont, Monsanto Discussed Merger Amid Pioneer Talks (Update1) Bloomberg News July 2, 1999, 3:42 p.m. ET DuPont, Monsanto Discussed Merger Amid Pioneer Talks (Update1) (Adds analyst comment, details, share movement) Wilmington, Delaware, July 2 (Bloomberg) -- DuPont Co. held merger discussions with Monsanto Co. early this year as part of its plan to build up its life sciences business, according to a Securities and Exchange Commission filing. The talks took place as DuPont was also negotiating a buyout of Pioneer Hi-Bred International Inc. Pioneer agreed to sell, though DuPont left open the possibility of a deal with Monsanto, after DuPont completes the acquisition of the 80 percent of Pioneer it doesn't already own, according to the filing. The disclosure, in a proxy statement for investors in Pioneer, is the first public acknowledgment that DuPont and Monsanto had held talks. A deal could help Monsanto, which is strapped with debt after spending $8 billion on acquisitions of seed and biotech companies. DuPont would gain gene technology and a top selling new arthritis drug in a merger with Monsanto. ''There's no reason they couldn't invite discussions again,'' said analyst Donald Carson of J.P. Morgan Securities Inc. ''Clearly a combined entity would be much stronger in agricultural chemicals and biotechnology.'' Monsanto could fetch as much as $60 a share, said Carson. Monsanto attempted to sell to American Home Products Corp. for $35 billion last year, but the discussions were terminated over management and other issues in October. Shares of Monsanto fell 3/8 to 41 3/4 in late-afternoon trading, while shares of DuPont rose 1/2 to 70 1/4. Monsanto and DuPont had no comment. In March, the companies declined to discuss reports that they had held merger talks. Carson said DuPont could bolster both its agricultural and pharmaceutical businesses by buying Monsanto, which developed arthritis drug Celebrex through its G.D. Searle & Co. unit. Antitrust Issues Antitrust-related divestitures would likely have to be made in the seed corn business, Carter said, because the combination of Pioneer and Monsanto would control more than 70 percent of the U.S. market. He said Swiss drug and agricultural giant Novartis AG would be a potential buyer for the corn business. The proxy suggests DuPont gained leverage in its negotiations with Pioneer by making it aware it was also talking with Monsanto. DuPont chairman and chief executive officer Charles O. Holliday Jr. told Pioneer executives in early January that DuPont ''had engaged in discussions with Monsanto regarding a possible business combination of Monsanto and DuPont,'' according to the proxy statement. Holliday ''believed it was incumbent upon him to let Pioneer know of DuPont's plans'' because a merger with Monsanto could affect DuPont's relationship with Pioneer, according to the proxy. Wilmington, Delaware-based DuPont, the largest U.S. chemical company, has had a 20 percent ownership position in Pioneer, the world's largest seed-corn company, since 1997. Pioneer filed lawsuits against three Monsanto seed company subsidiaries in 1998 alleging Monsanto, which produces Roundup herbicide and bioengineered Roundup Ready seeds, had misappropriated Pioneer genetics. Possibility of Acquisition In its agreement with Pioneer, DuPont left open the possibility it could still seek to acquire St. Louis-based Monsanto. DuPont agreed only that it would not seek to acquire Monsanto while its buyout of Pioneer was under regulatory review by the U.S. Federal Trade Commission and would be free to pursue such an acquisition afterward. Pioneer chief executive officer Charles S. Johnson brought up just such a possibility in discussions with DuPont in January, according to the filing. Johnson ''suggested the possibility, that, before combining with Monsanto, DuPont first acquire the remaining interest in Pioneer not owned by DuPont,'' the filing said. Johnson will be part of the DuPont's office of chief executive after the merger, reporting to Holliday, and will continue to head the Pioneer unit, which will keep its headquarters in Des Moines, Iowa. Determined The filing indicated DuPont was determined to take a big stake in the life sciences business with a major transaction whether it was Pioneer or another company. In fact, DuPont indicated it would have pursued ''one or more alternative transactions in the life sciences industry,'' including an acquisition of Monsanto if it wasn't successful acquiring Pioneer, the filing said. Yesterday, DuPont announced plans to eliminate 800 jobs in its agricultural chemicals business to cut costs as it prepares to complete its buyout of Pioneer. Separately, Monsanto said it's putting its sweetener business up for sale to pay debt it took on to acquire seed and biotechnology companies.