Delta and Pine - Monsanto (M&A)

Delta and Pine Land Company (DLP)
Monsanto Company (MON)
$1.5B Cash Merger

Summary

Monsanto to buy leading cotton seed company

$42 per DLP share : $1.5B total

Announced 8.15.06

Closed 12.21.06

Advisors

Financial

DLP: UBS Securities

Legal

MON: Willkie Farr
DLP: Fried Frank

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Merger

1.1 The Merger
1.2 Conversion of Shares
1.3 Payment for Shares
1.4 Certain Adjustments
1.5 Stock Options and Company Awards

Article II The Surviving Corporation

2.1 Certificate of Incorporation
2.2 Bylaws
2.3 Directors and Officers

Article III Company Representations and Warranties

3.1 Corporate Organization
3.2 Authorization
3.3 Capitalization

3.4 Subsidiaries
3.5 Consents and Approvals; No Violation
3.6 SEC Reports and Financial Statements

3.7 Absence of Undisclosed Liabilities
3.8 Changes
3.9 Investigations; Litigation

3.10 Contracts and Commitments
3.11 Environmental and Safety Matters
3.12 Taxes
3.13 Employment Agreements
3.14 Intellectual Property
3.15 Employee Benefit Plans

3.16 Licenses
3.17 Real Estate Leases
3.18 Real Property
3.19 Intellectual Property and Germplasm
3.20 Compliance with Other Instruments and Laws
3.21 Employees
3.22 Information Supplied
3.23 Rights Agreement
3.24 Certain Fees
3.25 Opinion of Financial Advisor
3.26 Voting Requirements
3.27 State Takeover Statutes
3.28 No Additional Representations and Warranties

Article IV Parent - Merger Sub Representations

4.1 Corporate Organization
4.2 Authorization
4.3 No Prior Activities; Ownership of Merger Sub Shares

4.4 Information Supplied
4.5 Consents and Approvals; No Violations
4.6 Certain Fees

4.7 Necessary Financing
4.8 No Buyer Stockholder Vote

Article V Covenants of the Company

5.1 Conduct of Business by the Company and its
Subsidiaries Pending the Merger
5.2 Stockholders' Meeting
5.3 Access to Information; Cooperation; Related Matters
5.4 No Solicitation
5.5 Employment and Noncompetition Agreements

Article VI Covenants of Parent/Sub

6.1 Confidentiality
6.2 Indemnification
6.3 Operations After the Effective Time
6.4 Employee Benefits

Article VII Covenants of Buyer and the Company

7.1 Best Efforts
7.2 Certain Filings
7.3 Public Announcements
7.4 Further Assurances
7.5 Notices of Certain Events
7.6 Preparation of the Company Proxy Statement
7.7 Consents; Antitrust Matters
7.8 Confidentiality
7.9 Litigation Stay

Article VIII Closing Conditions

8.1 Each Party
8.2 Burden of Proof

Article IX Termination

9.1 Termination
9.2 Waiver
9.3 Closing
9.4 Effect of Termination

Article X Miscellaneous

10.1 Notices
10.2 Survival of Representations and Warranties
10.3 Amendments; No Waivers

10.4 Expenses
10.5 Successors and Assigns
10.6 Governing Law; Submission to Jurisdiction; Waiver of
Jury Trial

10.7 Counterparts; Effectiveness
10.8 Headings
10.9 No Third Party Beneficiaries

10.10 Remedies
10.11 Severability
10.12 Rules of Construction
10.13 Entire Agreement
10.14 Certain Defined Terms
Defined Terms

Proxy Solicitation

Preliminary proxy statement 10.13.06

Deal Protection

No shop covenant

Merger agreement §5.4
Proxy statement disclosure page 47

Break-up fee

$600 mm, plus out-of-pocket expenses
Agreement §9.4
Proxy statement disclosure page 56

Regulatory Approvals

HSR Act

Merger agreement §7.7
Proxy statement disclosure page 38

Fairness Opinion

Fairness opinion

Proxy statement disclosure page 24

Tax Matters

Disclosure

Proxy statement disclosure page 36

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