As Filed with the Securities and Exchange Commission on March 29, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 23, 2005
MONSANTO COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16167 43-1878297
(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address or Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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 2.01 Completion of Acquisition or Disposition of Assets
On March 23, 2005, Monsanto Company ("Monsanto"), completed the
previously-announced acquisition of Seminis, Inc., a Delaware corporation
("Seminis"), through the merger of Monsanto Sub, Inc., a wholly owned subsidiary
of Monsanto ("Merger Sub"), with and into Seminis (the "Merger"). The Merger was
effected pursuant to that certain Agreement and Plan of Merger, dated as of
January 22, 2005, by and among Monsanto, Merger Sub, and Seminis (the "Merger
Agreement"). Seminis continues as the surviving corporation of the Merger and as
a wholly owned subsidiary of Monsanto.
Prior to the consummation of the Merger, Seminis was a privately held
corporation based in Oxnard, California. Seminis is a producer of commercial
fruit and vegetable seeds.
The aggregate consideration paid by Monsanto in connection with the Merger
consisted of approximately $1.4 billion in cash and assumed debt, subject to
Marinet Investments, LLC's ("Marinet") contingent value right described below.
Prior to closing, on March 11, 2005, Marinet, a holder of co-investment
rights in Seminis which were terminated upon the consummation of the Merger,
elected pursuant to the Merger Agreement to reduce the merger consideration it
would otherwise have been entitled to receive by $50 million in exchange for a
performance based contingent value right to receive up to $125 million based on
the achievement of certain net sales targets over the thirty-six month period
ending September 30, 2007.
Upon the consummation of the Merger, each outstanding share of common
stock, par value $.01 per share, of Seminis ("Seminis Common Stock") was
converted into the right to receive an amount in cash equal to $10.52. Such
shares of Seminis Common Stock were held by affiliates of Fox Paine & Company,
LLC, which collectively held 74.6% of the outstanding shares of Seminis Common
Stock, various employees of Seminis and other stockholders.
The foregoing description of the Merger does not purport to be complete and
is qualified in its entirety by reference to the Merger Agreement, a copy of
which was previously filed with the Securities and Exchange Commission by
Monsanto as Exhibit 2.1 to the Current Report on Form 8-K on January 27, 2005
and is incorporated in this Item 2.01 by reference.
On March 23, 2005, Monsanto issued a press release announcing the
completion of the Merger. The press release is attached herewith as Exhibit 99
to this Current Report on Form 8-K and incorporated in this Item 2.01 by
reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
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(c) Exhibits:
Exhibit Number Description
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99 Press release issued by Monsanto Company on March 23, 2005.
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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.
Date: March 29, 2005
MONSANTO COMPANY
By: /s/ Christopher A. Martin
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Name: Christopher A. Martin
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99 Press release issued by Monsanto Company on March 23, 2005.
4