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Biotech / Medical : Ligand (LGND) Breakout! -- Ignore unavailable to you. Want to Upgrade?

To: Flagrante Delictu who wrote (21581)	6/1/1998 7:56:00 AM
From: Henry Niman	Read Replies (1) \| Respond to of 32384

AHP & MTC to merge: AMERICAN HOME PRODUCTS AND MONSANTO ANNOUNCE PLAN TO COMBINE To Create $96 Billion Life Sciences Company MADISON, N.J., and ST. LOUIS, Mo., June 1 /PRNewswire/ -- Monsanto Company (NYSE: MTC) and American Home Products Corporation (NYSE: AHP) today have announced that they have entered into a definitive agreement to combine the two companies in a merger of equals transaction. The combined company would have a market capitalization in excess of $96 billion based on current market prices. The combined life sciences company will have a new name and strong global businesses in pharmaceuticals, agriculture, animal health, consumer health care and nutrition, with combined expected sales in 1998 of approximately $23 billion. AHP shareowners will retain their shares. Monsanto shareowners will receive 1.15 shares in the new company for each share of Monsanto that they currently own. Monsanto shareowners would own approximately 35 percent of the combined company's shares. The combined company's board of directors will consist of 22 members, with representation equally divided between AHP and Monsanto. Monsanto Chairman and Chief Executive Officer Robert B. Shapiro and AHP Chairman, President and Chief Executive Officer John R. Stafford will be co-chairmen and co-CEOs. They will head an office of the chairmen. Members of that group and their current positions are Robert G. Blount, AHP senior executive vice president and chief financial officer; Richard U. De Schutter, Monsanto vice chairman; Robert Essner, AHP executive vice president; and Hendrik A. Verfaillie, Monsanto president. Mr. Essner will head the new company's pharmaceutical business; Mr. De Schutter its consumer health care and nutrition businesses; and Mr. Verfaillie its agricultural and animal health businesses. Mr. Blount will be the new company's chief financial officer. Corporate headquarters will be located in Madison, New Jersey. The new company's agricultural business will be headquartered in St. Louis, Missouri; the pharmaceutical business headquartered in Radnor, Pennsylvania; and the consumer health care and nutrition businesses headquartered in Chicago, Illinois. "This new company is based on growth and opportunity. We're committed to cutting edge science, to developing and marketing great products, and to a philosophy of growth and value," said Mr. Stafford. Mr. Shapiro stated, "Our new company is designed to be successful in the face of continued consolidation and increasing worldwide competition in the life sciences. We will have the scientific depth, global marketing capabilities and financial resources to take greater advantage of the opportunities before us and to bring innovative new products to market faster." As a result of the merger, the companies expect to realize on an annual basis between $1.25 billion and $1.5 billion in cost savings from synergies and cost avoidance within three years from the closing. From the standpoint of AHP's earnings -- assuming the merger is consummated by year end 1998 and after synergies and cost savings - earnings per share are anticipated to be diluted by up to 15 percent in the first year, by a lesser amount in 2000, and accretive thereafter. The transaction is subject to approval by both companies' shareowners, normal governmental reviews and other customary conditions. The merger is intended to qualify as a tax-free reorganization and to be accounted for on a pooling of interests basis. Monsanto is a life sciences company, committed to finding solutions to the growing global needs for food and health by applying advanced bioscience and biotechnology to agriculture, nutrition and health. It makes and manufactures high-value agricultural products, pharmaceuticals and food ingredients. AHP is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a global leader in vaccines, biotechnology, agricultural products and animal health care. This news release contains certain forward-looking statements, including, among other things, statements regarding each company's results of operations and expected cost savings and earnings per share effects. These forward- looking statements are based on current expectations, but actual results may differ materially from anticipated future events or results. Certain factors which could cause each company's actual results to differ materially from expected and historical results are described in AHP's and Monsanto's periodic reports filed with the Securities and Exchange Commission, including Monsanto's and AHP's 1997 annual reports and Forms 10-K and Exhibits 99 thereto, respectively. This announcement is not an offer to sell nor a solicitation to buy any securities. The offering with respect to the proposed merger will be made only by the proxy statement/prospectus that will be distributed to shareowners in connection with their consideration of the transaction. SOURCE Monsanto Company ------------------------------------------------------------------------ 06/01/98 /CONTACT: Scarlett Lee Foster of Monsanto, 314-694-2883, or email, scarlett.l.foster@monsanto.com; or Media, Lowell B. Weiner, Ph.D., 973-660-5013, or Investors, Thomas G. Cavanagh, 973-660-5706, both of AHP/ /Web site: monsanto.com (MTC AHP) CO: Monsanto Company; American Home Products Corporation ST: Illinois, Missouri, New Jersey, Pennsylvania IN: MTC SU: TNM

To: Flagrante Delictu who wrote (21581)	6/1/1998 8:21:00 AM
From: Henry Niman	Respond to of 32384

Here's what Dow Jones had to say: Dow Jones Newswires -- June 1, 1998 Monsanto/American Home Products -2: Monsanto Hldrs To Own 35% ST. LOUIS (Dow Jones)--Monsanto Co. (MTC) and American Home Products Corp. (AHP) have entered a definitive agreement to merge. Under the merger agreement, American Home Products shareholders will retain their shares. Monsanto shareholders will receive 1.15 shares in the new company for each share of Monsanto they currently own. Monsanto shareholders will own about 35% of the combined company's shares. The combined company would have a market capitalization of more than $96 billion. Friday, Monsanto's NYSE-traded shares closed at 55 3/8 and American Home Product's shares closed at 48 5/16. The combined company would have estimated 1998 sales of about $23 billion, Monsanto said. Monsanto also said the combined company will have a new name and global operations in pharmaceuticals, agriculture, animal health, consumer health care and nutrition. The combined company's board of directors will include 22 members, with representation equally divided between American Home Products and Monsanto. Monsanto Chairman and Chief Executive Robert B. Shapiro and American Home Products Chairman, President and Chief Executive John R. Stafford will be co-chairmen and co-CEOs. Shapiro and Stafford will head an office of the chairmen, which will include Robert G. Blount, American Home Products senior executive vice president and chief financial officer; Richard U. De Schutter, Monsanto vice chairman; Robert Essner, American Home Products executive vice president; and Hendrik A. Verfaillie, Monsanto president. As a result of the merger, the companies expect to realize between $1.25 billion and $1.5 billion in annual cost savings within three years from the closing. American Home Products expects earnings per share to be diluted by up to 15% in the first year and by a lesser amount in 2000. The company said it expects the merger to add to per-share earnings after 2000. The transaction, which is designed as a tax-free reorganization accounted for as a pooling of interests, is subject to approval by both companies' shareholders, regulatory agencies and other customary conditions. Blount is slated to become chief financial officer of the combined company. Essner will be named head of the company's pharmaceutical operations, which will be located in Radnor, Pa.; De Schutter will lead its consumer health care and nutrition businesses, which will be based in Chicago; and Verfaillie will head its agricultural and animal health units, which will be based in St. Louis. The corporate headquarters will be located in Madison, N.J. Monsanto manufactures agricultural products, pharmaceuticals and food ingredients. American Home Products is a research-based pharmaceutical and health care products companies.

To: Flagrante Delictu who wrote (21581)	6/1/1998 8:36:00 AM
From: Henry Niman	Respond to of 32384

Here's what Reuter's had to say: American Home Products, Monsanto to merge MADISON, N.J., June 1 (Reuters) - Monsanto Co. (MTC - news) and American Home Products Corp. (AHP - news) said Monday they had agreed to merge in a deal that would create a company with a market capitalization of over $96 billion. Combined, the pair expects sales in 1998 totaling $23 billion, with products ranging from life sciences to agriculture, pharmaceuticals and household goods, the companies said in a statement. Under the merger agreement, Monsanto shareholders will receive 1.15 shares in the new company for each of their Monsanto shares. They will own about 35 percent of the combined company. American Home Products shareowners will retain their shares. Within three years of the closing of the merger, the companies expect cost savings on an annual basis of $1.25-$1.5 billion from synergies and cost avoidance, they said. Assuming the merger is completed by the end of 1998, earnings per share are anticipated to be diluted by up to 15 percent in the first year after the deal, and by a lesser amount in 2000. Thereafter, earnings will be increased, they said. The combined company will have a 22-member board of directors, with representation equally divided between American Home Products and Monsanto. Monsanto Chairman and Chief Executive Officer Robert Shapiro and American Home Products Chairman, President and Chief Executive Officer John Stafford will be co-chairmen and co-CEOs and will head an Office of the Chairmen. The transaction is subject to approval by both companies' shareowners, normal governmental reviews and other customary conditions. The deal is intended to qualify as a tax-free reorganization and to be accounted for on a pooling-of-interests basis. ÿ

To: Flagrante Delictu who wrote (21581)	6/1/1998 8:38:00 AM
From: Henry Niman	Respond to of 32384

CNBC indicates that MTC price is not changing. Comparing to AHP and SBH which did create a large jump. AHP sees shares diluted by $0.15 in first year.

To: Flagrante Delictu who wrote (21581)	6/1/1998 9:08:00 AM
From: Henry Niman	Respond to of 32384

Here's what AP had to say: The Associated Press N E W Y O R K, June 1 - American Home Products Corp., a leading drug and health care products company, is merging with chemical maker Monsanto Co. in a stock swap that values Monsanto at about $33 billion. American Home Products makes the pain reliever Advil, Chap Stick lip balm and Robitussin cough syrup as well as a range of prescription drugs and medical devices. Monsanto makes ingredients for agricultural products, pharmaceuticals and foods including the Lasso and Roundup herbicides and the Nutrasweet sugar substitute. The combined company would have annual sales of about $23 billion. Under terms of the deal, American Home Products shareholders will get a share in the new company for each of their shares and will have 65 percent of the equity of the combined company. Monsanto shareholders will get 35 percent of the shares in the new company. They will get 1.15 shares of the new company's stock for each Monsanto share. At Friday's closing price of $48.31 a share for American Home Products, that values Monsanto's 595 million shares at about $33 billion. Equal Chairs on Board The combined company will have a 22-member board equally divided between American Home and Monsanto representatives. The chairmen and chief executives of the two companies, Monsanto's Robert B. Shapiro and American Home's John R. Stafford, will be co-chairmen and co-CEOs. The new company, which has not yet been named, will have its corporate headquarters in Madison, N.J., where American Home is now based. Its agricultural business will be based in St. Louis, where Monsanto is based. Its pharmaceutical operations will be based in Radnor, Penn., and its consumer health and nurtition business will be based in Chicago. "Our new company is designed to be successful in the face of continued consolidation and increasing worldwide competition in life sciences," Shapiro said in a statement. "We will have the scientific depth, global marketing capabilities and financial resources to take greater advantage of the opportunities before us and to bring innovative products to market faster," he said. The deal is subject to approval by shareholders of both companies and to regulatory clearance. The companies expect the combination will enable them to save between $1.25 billion and $1.5 billion a year within three years after the closing by eliminating duplicated costs and giving them more clout with suppliers.

To: Flagrante Delictu who wrote (21581)	6/1/1998 9:25:00 AM
From: Henry Niman	Respond to of 32384

Here's what WSJ had to say: June 1, 1998 American Home to Buy Monsanto In Stock Pact Worth $34.41 Billion An INTERACTIVE JOURNAL News Roundup American Home Products Corp. agreed to acquire Monsanto Co. in a stock swap deal with an indicated valued of $34.41 billion. The transaction, which the companies billed as a merger, would exchange each share of Monsanto for $55.56 in stock. The transaction comes as Monsanto has moved aggressively to bolster its crop biotechnology business. Meanwhile, for American Home Products, the deal follows a failed agreement to be acquired by SmithKline Beecham PLC. Its transaction with the giant United Kingdom drug company was called off in January. Under the agreement disclosed early on Monday, American Home Products shareholders would retain their shares, while Monsanto shareholders would receive 1.15 shares of the combined company for each share of Monsanto they own. Monsanto shareholders would own about 35% of the combined company's shares. The deal values Monsanto stock just above its closing price of $55.375 on the New York Stock Exchange on Friday. The stock added 37.5 cents Friday, while shares of American Home rose 18.75 cents to $48.3125, also on the Big Board. The combined company would have a market capitalization of more than $96 billion and estimated 1998 sales of about $23 billion, Monsanto said. Monsanto also said the combined company will have a new name and global operations in pharmaceuticals, agriculture, animal health, consumer health care and nutrition. American Home Products makes the pain reliever Advil, Chap Stick lip balm and Robitussin cough syrup as well as a range of prescription drugs and medical devices. Monsanto makes ingredients for agricultural products, pharmaceuticals and foods including the Lasso and Roundup herbicides and the Nutrasweet sugar substitute. The new company's board of directors will include 22 members, with representation equally divided between American Home Products and Monsanto. Robert B. Shapiro, Monsanto's chairman and chief executive, and John R. Stafford, chairman, president and chief executive of American Home Products, will be co-chairmen and co-CEOs of the merged company. Messrs. Shapiro and Stafford will head an office of the chairmen, which will include Robert G. Blount, senior executive vice president and chief financial officer of American Home Products; Richard U. De Schutter, Monsanto vice chairman; Robert Essner, American Home Products executive vice president; and Hendrik A. Verfaillie, Monsanto president. As a result of the merger, the companies said they expect to realize between $1.25 billion and $1.5 billion in annual cost savings within three years from the closing. American Home Products expects earnings per share to be diluted by up to 15% in the first year and by a lesser amount in 2000. The company said it expects the merger to add to per-share earnings after 2000. The transaction, which is designed as a tax-free reorganization accounted for as a pooling of interests, is subject to approval by both companies' shareholders, regulatory agencies and other customary conditions.

To: Flagrante Delictu who wrote (21581)	6/1/1998 9:30:00 AM
From: Henry Niman	Read Replies (1) \| Respond to of 32384

Here are details for listening to the conference call: June 1, 1998 Invitation to Joint Monsanto and American Home Products Media Briefing Monday, June 1, 1998 11:45 a.m. - 12:15 p.m. Eastern Daylight Time Grand Hyatt New York, Park Avenue at Grand Central (109 E. 42nd Street) Grand Ballroom C, Ballroom Level Members of the media are cordially invited to attend a briefing at which Mr. John R. Stafford and Mr. Robert B. Shapiro, Chief Executive Officers of American Home Products (NYSE: AHP) and Monsanto (NYSE: MTC), respectively, will discuss the merger that the two companies announced this morning. The meeting will take place at 11:45 a.m., Eastern Daylight Time, Monday, June 1st, at the Grand Hyatt New York, Park Avenue at Grand Central (109 E. 42nd Street), New York, NY, in Grand Ballroom C on the Ballroom Level. The meeting will conclude at 12:15 p.m. If you cannot attend in person, you will be able to participate via conference call by dialing 1-800-289-0437 (U.S. callers) or 913-981-5508 (International callers) approximately 15 minutes before the commencement of the meeting. The meeting will begin promptly at 11:45 a.m. A rebroadcast of the call will be available from approximately 3:30 p.m. Eastern Daylight Time, today, until 5:00 p.m. Eastern Daylight Time on Tuesday, June 2nd, by dialing 1-800-288-1461 (U.S. callers) or 402-344-5875 (International callers). We look forward to your participation.