Seminis Vegetable Seeds, Inc. announced that it has commenced a cash tender offer to purchase any and all of its outstanding 10.25% Senior Subordinated Notes due 2013 (the "Notes"), as well as a related consent solicitation to amend the indenture governing the Notes. The tender offer and consent solicitation are being conducted in connection with Monsanto Company's ("Monsanto") previously announced agreement to acquire Seminis, Inc. and its subsidiaries including Seminis Vegetable Seeds, Inc., and is subject to the closing of that acquisition.

The total consideration to be paid for each validly tendered Note, subject to the terms and conditions of the tender offer and consent solicitation, will be paid in cash and calculated based in part on the 3.125% U.S. Treasury Note due October 15, 2008 (the "Reference Treasury Note"). The total consideration for each Note will be equal to the sum of:

the product of 65% and the present value of scheduled payments on the Note based on a fixed spread pricing formula utilizing a yield equal to the Reference Treasury Note, plus 50 basis points; plus

the product of 35% and 110.25% of the principal amount of the Note, which is equal to the equity clawback price at which Seminis Vegetable Seeds is permitted to redeem up to 35% of the Notes with the proceeds of an equity offering or capital contribution. Monsanto has indicated that it intends to make a  capital contribution to Seminis, Inc. in connection with the acquisition. The proceeds of such a contribution could be used to effect an equity clawback redemption under the terms of the Notes.

The detailed methodology for calculating the total consideration for Notes is outlined in the Offer to Purchase and Consent Solicitation Statement dated March 22, 2005 relating to the tender offer and the consent solicitation.

Seminis Vegetable Seeds, Inc. is also soliciting consents from holders of the Notes for certain amendments which would eliminate substantially all of the restrictive covenants and certain of the events of default contained in the Indenture and the Notes. Adoption of the proposed amendments requires the consent of holders of at least a majority of the aggregate principal amount of Notes outstanding.

The consent solicitation will expire at 5:00 p.m., New York City time, on Monday, April 4, 2005, unless earlier terminated or extended (such date and time, as the same may be extended, the "Consent Time"). Holders who validly tender their Notes by the Consent Time will be eligible to receive the total consideration. Holders who validly tender their Notes after the Consent Time, and on or prior to 11:59 p.m., New York City time, April 19, 2005 (the "Expiration Date"), will be eligible to receive the total consideration less $45.00 per $1,000 principal amount (the "Consent Amount").

Notes validly tendered and not withdrawn prior to the Consent Time will have a settlement date of April 5, 2005, assuming the Consent Time is not extended. Notes validly tendered after the Consent Time and on or prior to the Expiration Date will have a settlement date one business day following the expiration of the tender offer. In either case, holders whose Notes are purchased will be paid accrued and unpaid interest up to, but not including, the applicable settlement date.

Holders who tender their Notes must consent to the Amendments. Holders must validly tender their Notes and deliver their consents on or prior to the Consent Time in order to be eligible to receive the total consideration; holders tendering Notes after the Consent Time will only be eligible to receive the total consideration less the Consent Amount. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Time. The tender offer and the consent solicitation are subject to the satisfaction of certain conditions, including receipt of consents in respect to at least a majority of the principal amount of Notes on or prior to the Consent Time and the completion of the acquisition by Monsanto on or prior to the Consent Time.

JPMorgan is the sole Dealer Manager for the tender offer and the consent solicitation and can be contacted at (866) 834-4666 (toll free). Global Bondholder Services is the Information Agent and the Depositary for the tender offer and the consent solicitation and can be contacted at (212) 430-3774 (collect) or toll free at (866) 470-4300.

About Seminis Vegetable Seeds, Inc.

Seminis Vegetable Seeds, Inc. is a wholly owned subsidiary of Seminis, Inc., the largest developer, producer and marketer of vegetable seeds in the world. The company uses seeds as the delivery vehicle for innovative agricultural technology. Its products are designed to reduce the need for agricultural chemicals, increase crop yield, reduce spoilage, offer longer shelf life, create better tasting foods and foods with better nutritional content. Seminis has established a worldwide presence and global distribution network that spans 150 countries and territories.

This communication is for informational purposes only. It is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. Any comments or statements made herein do not necessarily reflect those of JPMorgan, Global Bondholder Services, or their respective subsidiaries and affiliates.