UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 15, 2005
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MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-16167 43-1878297
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(Commission File Number) (IRS Employer Identification No.)
800 North Lindbergh Boulevard, St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
(314) 694-1000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 15, 2005, Monsanto Company (the "Company") entered into agreements
to acquire Emergent Genetics, Inc. a Delaware corporation ("Emergent Genetics
U.S.") and Emergent Genetics India Ltd. ("Emergent Genetics India") for $300
million, subject to post-closing working capital adjustments, as more fully
described below. The agreements were subject to approval of the Company's Board
of Directors, which was obtained on February 16, 2005.
Acquisition of Emergent Genetics U.S.
On February 15, 2005, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with EG Acquisition Co., a Delaware corporation and
wholly owned subsidiary of the Company, Emergent Genetics U.S., and
International Seed Holdings, L.P. ("ISH"), a Cayman exempt limited partnership
and the majority shareholder of Emergent Genetics U.S., pursuant to which EG
Acquisition Co. will be merged with and into Emergent Genetics U.S. Following
the merger, Emergent Genetics U.S. will continue as the surviving corporation
and as a wholly owned subsidiary of the Company, and the separate corporate
existence of EG Acquisition Co. will cease.
The Merger Agreement is subject to customary terms and conditions, including
regulatory approvals. The aggregate consideration to be paid by the Company for
the acquisition of Emergent Genetics U.S. is $242 million in cash, subject to a
post-closing working capital adjustment. ISH approved the Merger Agreement by
written consent on February 14, 2005.
A copy of the Merger Agreement is filed as Exhibit 2.1 to this Form 8-K and is
incorporated in this Item 1.01 by reference. The description of the Merger
Agreement above is qualified in its entirety by reference to the full text of
the Merger Agreement. There can be no assurance that the transactions
contemplated by the Merger Agreement will be consummated.
Acquisition of Emergent Genetics India
On February 15, 2005, the Company entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Emergent Genetics India and ISH, the sole
shareholder of Emergent Genetics India, pursuant to which the Company will
acquire all of the outstanding capital stock of Emergent Genetics India.
The Stock Purchase Agreement is subject to customary terms and conditions,
including regulatory approvals. The aggregate consideration to be paid by the
Company for the acquisition of Emergent Genetics India is $58 million in cash,
subject to a post-closing working capital adjustment.
A copy of the Stock Purchase Agreement is filed as Exhibit 2.2 to this Form 8-K
and is incorporated in this Item 1.01 by reference. The description of the Stock
Purchase Agreement above is qualified in its entirety by reference to the full
text of the Stock Purchase Agreement. There can be no assurance that the
transactions contemplated by the Stock Purchase Agreement will be consummated.
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Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit 2.1 Agreement and Plan of Merger, dated as of February 15, 2005,
by and among Monsanto Company, EG Acquisition Co., Emergent
Genetics, Inc. and International Seed Holdings, L.P.*
Exhibit 2.2 Stock Purchase Agreement dated as of February 15, 2005, by
and among Monsanto Company, Emergent Genetics India Ltd. and
International Seed Holdings, L.P.*
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* Schedules and similar attachments to the Merger Agreement and Stock
Purchase Agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant will furnish supplementally a copy of any
omitted schedule or similar attachment to the Securities and Exchange
Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MONSANTO COMPANY
Date: February 22, 2005 By: /s/ Jennifer L. Woods
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Name: Jennifer L. Woods
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Document
2.1 Agreement and Plan of Merger, dated as of February 15, 2005,
by and among Monsanto Company, EG Acquisition Co., Emergent
Genetics, Inc. and International Seed Holdings, L.P.*
2.2 Stock Purchase Agreement dated as of February 15, 2005, by and
among Monsanto Company, Emergent Genetics India Ltd. and
International Seed Holdings, L.P.*
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* Schedules and similar attachments to the Merger Agreement and Stock
Purchase Agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant will furnish supplementally a copy of any
omitted schedule or similar attachment to the Securities and Exchange
Commission upon request.