Scott, Mississippi
November 21, 2001
Delta and Pine Land
Company (NYSE: DLP) ("D&PL"), a leading commercial breeder,
producer and marketer of cotton planting seed, received from the
Circuit Court of Bolivar County, Mississippi, four opinions
issued by the Court on November 15, 2001, that were favorable to
D&PL in its lawsuit against
Monsanto Company and Pharmacia Corporation. Most
significantly, the Court denied Monsanto's motions to dismiss
and for summary judgment. The suit seeks compensa ory and
punitive damages.
D&PL's suit against Monsanto, which arises out of the companies'
failed merger, charges that Monsanto (now Pharmacia) breached
its contractual obligations in the companies' merger agreement
to use best efforts and commercially reasonable efforts to
complete the merger. The suit alleges that Monsanto could have
and should have resolved objections to the transaction from the
Justice Department's Antitrust Division and obtained clearance
from the Justice Department to complete the merger. The suit
also alleges that Monsanto's conduct of willfully keeping D&PL
tied up for 18 months so that it would be unable to enter into
transactions with other companies constituted tortious
interference with prospective business relations.
Monsanto had sought to dismiss D&PL's claims, arguing that there
were no disputed issues of fact and that D&PL could not prove
damages. The Court disagreed.
In denying Monsanto's motions, the Court found that there were
material issues of fact that should be tried in front of a jury
regarding the "existence or value of the lost business
opportunities or the lost benefits of the merger." The Court
held that "sufficient specific facts are alleged to cause this
Court to form an opinion that a jury might find that D&PL was
damaged by the failure of the merger."
In a separate order, the Court also ordered that Monsanto turn
over 37 separate categories of documents that D&PL had sought
and that Monsanto was seeking to withhold.
The suit names as defendants both Pharmacia Corporation, which
is the present name of Monsanto Company, which entered into the
merger agreement with D&PL, and Monsanto, which is a newly
created subsidiary of Pharmacia, which has contractually agreed
with Pharmacia to be responsible for the liability to D&PL.
W.T. Jagodinski, D&PL's SVP/CFO, stated, "The Company is pleased
with the Court's decisions. We look forward to getting these
documents from Monsanto and getting this case to trial."
Delta and Pine Land Company is a commercial breeder, producer
and marketer of cotton planting seed. Headquartered in Scott,
Mississippi, with multiple offices in eight states and
facilities in several foreign countries, D&PL also breeds,
produces and markets soybean planting seed. D&PL's stock trades
on the NYSE under the ticker "DLP." For more information about
the Company, please visit D&PL's web site at
www.deltaandpine.com.
Company news release
N3975
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