Indianapolis, Indiana
March 24, 1999Dow AgroScience LLC and Illinois
Foundation Seeds, Inc. (IFSI) have consummated an agreement in which Dow AgroSciences
acquired IFSI shares in exchange for cash and an ownership interest in Dow AgroSciences'
subsidiary, Advanced AgriTraits LLC. In connection with the transaction, Advanced
AgriTraits and IFSI also agreed to share their respective technologies in crop traits and
seed germplasm.
Under the agreements, IFSI will receive non-exclusive marketing rights to trait-enhanced
products
from Advanced AgriTraits. In return, IFSI will provide access to germplasm and perform
breeding,
testing and seed production services for Advanced AgriTraits.
In announcing the proposed terms last fall, Dow AgroSciences and IFSI cited their intent
to exchange minority ownership interests. IFSI received a 16.4 percent ownership interest
in Advanced AgriTraits, plus $15 million in cash. Dow AgroSciences received newly issued
Class B common stock, representing approximately 25 percent of IFSI's outstanding equity.
IFSI plans to use the proceeds to enhance its foundation seed breeding and germplasm
development programs.
Established in September 1998, Advanced AgriTraits was formed for the purpose of
developing and commercializing elite germplasm combined with high value biotechnology
traits. It serves as a clearinghouse for companies seeking to bolster their biotechnology
offerings via strategic alliances and/or licensing arrangements for genetic traits,
germplasm and other biotech capabilities.
According to Bill Tolbert, global biotechnology business leader for Dow AgroSciences, the
ultimate goal of Advanced AgriTraits is to create the most comprehensive portfolio of
genetic traits, biotechnology tools and elite germplasm available to biotech and seed
companies around the world. He said the key to achieving this goal is collaborating with
leading agricultural companies and researchers -- such as IFSI.
"Finalizing the agreements with IFSI is a critical step in the overall growth and
success of Advanced AgriTraits,'' said Tolbert. "This relationship will provide us
with access to the strong research capabilities of one of the leading foundation seed
companies in the U.S.''
Dow AgroSciences launched Advanced AgriTraits last fall by contributing access to its own
proprietary genes and a variety of crop traits, including an extensive library of
patent-protected insect control technology. Tolbert said broadening technology and market
access through Advanced AgriTraits is an important component of the Dow AgroSciences
biotechnology strategy. Dow AgroSciences, in conjunction with The Dow Chemical Company
(NYSE: DOW - news), is investing heavily in trait development technology and is gaining
market access and other technology through a number of alliances, joint ventures and
acquisitions.
"Our agreement with Advanced AgriTraits will significantly improve our product
offering,'' said Dale
Cochran, president of IFSI. "We will be able to create a stronger portfolio of elite
corn germplasm
which will be enhanced with the best available trait technology from Advanced AgriTraits,
including products that combine multiple value-added traits.''
Advanced AgriTraits LLC, Indianapolis, Indiana, is a global agricultural technology
company
organized to develop and market an advanced portfolio of biotechnology traits and elite
germplasm. Its mission is accomplished through collaboration with biotechnology suppliers,
genetic originators, and retail seed companies. The company is owned by Dow AgroSciences
LLC and Illinois Foundation Seeds, Inc.
Illinois Foundation Seeds, Inc., based in Champaign, Illinois, was formed by independent
seedsmen in 1937. Today, IFSI is the second largest foundation seed company in the U.S.
and has the single best selling inbred line used in the commercial seed industry. With
research stations throughout the Midwest, Illinois Foundation Seeds is uniquely positioned
to develop and produce high value foundation seed for the changing needs of its customers
and agriculture. Illinois Foundation Seeds is also the world's largest supplier of
Xtra-Sweet hybrid sweet corn seed. Foundation seed companies supply germplasm to
commercial seed companies for their hybrid selection programs.
Dow AgroSciences LLC, based in Indianapolis, Indiana, is a global leader in providing pest
management and biotechnology products that improve the quality and quantity of the earth's
food
supply and contribute to the safety, health and quality of life of the world's growing
population. The
company employs more than 4,000 people in over 26 countries and has worldwide sales of
more than $2 billion. Dow AgroSciences is a wholly owned subsidiary of The Dow Chemical
Company.
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