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Copyright 2000 St. Louis Post-Dispatch, Inc.  
St. Louis Post-Dispatch (Missouri)

March 24, 2000, Friday, FIVE STAR LIFT EDITION


LENGTH: 409 words


BYLINE: Andrew Skolnick; Special To The Post-Dispatch


The shareholders of Monsanto Co. Thursday afternoon overwhelmingly approved a merger with Pharmacia & Upjohn Inc.

The $ 36 billion merger will combine the pharmaceutical resources of both companies to compete better with larger drug maker rivals like Pfizer Inc., the companies said in a news release.

While Monsanto's headquarters is in St. Louis, the new company's headquarters will be in Peapack, N.J., where Pharmacia & Upjohn is headquartered.

At a special shareholders meeting at the North Shore Center for the Performing Arts in Skokie, Ill, a handful of investors added their votes to the submitted proxies representing more than 75% of Monsanto's outstanding shares.

Seconds later, Robert B. Shapiro, Monsanto's chairman of the board and CEO, announced that more than 95% of the votes were in favor of the merger under the new name Pharmacia Corp.

"This is a momentous day in the history of our company," said Shapiro as he adjourned the meeting that took less than half an hour from start to finish.

Earlier Thursday, Pharmacia & Upjohn shareholders met at the Playhouse Theatre in Wilmington, Del., where the merger and name change also were approved overwhelmingly.

The companies expect to close the merger on or before April 1. Shapiro will become the non-executive chairman of Pharmacia Corp., which has approximately 60,000 employees.

The new company will have an agricultural subsidiary, which will retain the Monsanto name and will have headquarters in St. Louis.

Pharmacia Corp. will keep the drug division names Searle, Upjohn, and Pharmacia to maintain the customer recognition of pharmaceutical products sold under those labels.

According to Monsanto, the companies had estimated sales of $ 17 billion in 1999. The combined companies' annual budget for drug research will exceed $ 2 billion - which officials say will put the company in a better position to compete with larger rivals.

There was no discussion on the floor before the vote, nor any suspense about its outcome. "Don't blink or you'll miss it," said one of the stockholders as he left the auditorium.

The companies currently make a number of widely selling products, including Pharmacia's baldness treatment Rogaine and Monsanto's arthritis medication Celebrex.

Shares of Pharmacia rose 6 1/4 cents to close at $ 59.56 1/4 in trading on the New York Stock Exchange Thursday, while shares of Monsanto rose $ 1 to close at $ 49.37 1/2.

GRAPHIC: GRAPHIC (1) Color Graphic / Chart from Research/ROBERTSON, Graphic/ROBERTSON/KRT - 2 drug companies are becoming 1
Here's a look at Pharmacia & Upjohn and Monsanto, whose $ 36 billion merger is expected to close on or before April 1 creating the world's 11th-largest drug company

Pharmacia & Upjohn
Headquarters: Peapack, N.J.
Thursday's share price: $ 59.5625, up .06325
Employees: About 30,000
CEO: Fred Hassan

Headquarters: St. Louis
Thursday's share price: $ 49.375, up to $ 1
Employees: About 30,000
CEO: Peapack, N.J.
New company's CEO: Fred Hassan

(2) Color Graphic / Logo - Pharmacia & Upjohn
(3) Color Graphic / Logo - Monsanto

LOAD-DATE: March 24, 2000

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