Monsanto and Pharmacia & Upjohn Announce Special Shareholder Meetings for Proposed Merger

Strategic Insights -

St. Louis and Peapack, NJ-based biotechnology and pharmaceutical companies Monsanto and Pharmacia & Upjohn have announced plans for special shareholder meetings to consider and vote on their proposed merger of equals, which was first announced in December 1999. The two companies, both leaders in their respective industries, aim to create a first-tier competitor in the global pharmaceutical market through the merger, resulting in the formation of Pharmacia Corporation. The new company is expected to have a robust pipeline of new drugs, an expansive product portfolio, and an annual pharmaceutical R&D budget of over $2 billion. The merger is expected to close in the first half of 2000.

Key Takeaways:

  • The merger, which was first announced on December 19, 1999, aims to create a first-tier competitor in the global pharmaceutical industry.
  • Pharmacia Corporation, the new entity formed through the merger, will have a strong sales force, an expansive product portfolio, a robust pipeline of new drugs, and an annual pharmaceutical R&D budget of over $2 billion.
  • The merger is expected to close in the first half of 2000, with the agricultural business headquarters located in St. Louis and the corporate and pharmaceutical business headquarters located in Peapack, NJ.
  • Shareholders of record on February 17, 2000, are entitled to notice of and to vote at the respective special meetings, which will be held on March 23, 2000.
  • The companies have received antitrust clearance in the European Union and plan to submit an application for antitrust clearance in the United States.
  • Fred Hassan, CEO of Pharmacia & Upjohn and CEO-designate of Pharmacia Corporation, stated that the companies are making good progress towards the successful completion of the merger.
  • The new company, Pharmacia Corporation, will be a stand-alone competitor in the global pharmaceutical market, with separate agricultural and pharmaceutical operations.

Statistics:

  • The proposed merger is expected to result in the formation of a first-tier competitor in the global pharmaceutical industry.
  • Pharmacia Corporation will have an annual pharmaceutical R&D budget of over $2 billion.
  • The merger is expected to close in the first half of 2000.
  • The agricultural business headquarters will be located in St. Louis, while the corporate and pharmaceutical business headquarters will be located in Peapack, NJ.
  • Shareholders of record on February 17, 2000, will be entitled to notice of and to vote at the respective special meetings.

Sources:

  • Monsanto Company and Pharmacia & Upjohn, Inc. press release, February 22, 2000.
  • SEC filing, Form 8-K, January 25, 2000.
  • SEC filing, Form 8-K, January 27, 2000.
  • Pharmacia & Upjohn, Inc. and Monsanto Company preliminary joint proxy statement and prospectus.