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7-Misc: DuPont press release

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Pioneer Merger Another Major Step in DuPont Life Sciences Strategy

As reported in yesterday's news flash edition of Network News, DuPont and 
Pioneer HiBred International have announced a definitive agreement for a 
stock and cash merger that will result in DuPont's complete ownership of 
Pioneer. DuPont currently has a 20 percent interest in Pioneer.
"This transaction is another major step in DuPont's life sciences 
strategy and will strengthen and accelerate its capability to discover, 
develop and commercialize a new generation of products across the value 
chains for food and feed crops, food ingredients, industrial applications 
and nutrition science," according to a news release issued yesterday.
Under the terms of the agreement, Pioneer shareholders will receive USD 
40 per share, with 45 percent of the shares receiving cash and 55 percent 
of the shares receiving DuPont stock.
Pioneer shareholders will have certain rights to elect which form of 
consideration they receive.
The merger is expected to close during the summer of 1999.
The total equity value of the transaction is estimated to be 
approximately USD 7.7 billion for the 80 percent of Pioneer not currently 
owned by DuPont.
"One of the Most Important Mergers in U.S. History"
"I believe this is one of the most important mergers in U.S. history," 
DuPont Chairman and CEO Chad Holliday said at a news conference in New 
York City yesterday following the announcement of the merger agreement 
between DuPont and Pioneer. "We are joining with an old friend, to 
fundamentally improve the quantity and quality of food per acre."
Chad went on to make six points:
 "We do have the critical mass to lead now" in life sciences.
"With Pioneer we are leaders in the input and output traits of farming" 
(adding value for the farmer and for the ultimate consumer).
"Pioneer is a leader in germ plasma."
"Pioneer has a first-rate management, under Chuck Johnson."
"Our interests are closely aligned."
"Pioneer will operate under its own name, in its own home of Des Moines, 
Iowa, and with its own culture."
Chuck Johnson, chairman and CEO of Pioneer, said: "This will be the most 
powerful agricultural technology force in the world. We know DuPont and 
we have a common vision of increased production for farmers and the 
quality of the products they grow. Plant genetics are the only way for 
farmers to increase production without opening up new, fragile land." In 
answer to a question, he said Pioneer had some 60 hybrids in the pipeline 
and "a whole stream of opportunities to add traits" in the years ahead.
DuPont Chief Financial Officer Gary Pfeiffer said the deal was expected 
to be closed by the end of the third quarter.
In a later interview on CNBC TV, Chad said: "By August this year there 
will be six billion people in the world and it is our ambition to feed 
them the most nutritional food possible."
He reiterated that "DuPont is a science company" incorporating different 
kinds of science, including materials science.
Chad: "Let's Welcome the People of Pioneer"
 In his latest letter to employees, DuPont Chairman and CEO Chad Holliday 
talks about the acquisition of Pioneer, declaring: "It is a major step in 
our sustainable growth strategy and our plans to increase shareholder 
"This transaction will strengthen and accelerate our ability to discover, 
develop and commercialize a new generation of products for food and feed 
crops, food ingredients, industrial applications and nutrition science," 
he continued.
"It fully supports our goal of helping improve the world's food supply by 
increasing the quantity and quality of nutrition per acre.
It is truly another 'leap' for DuPont and will enhance an already 
outstanding science and technology platform and marketing capability.
It will accelerate the integration of DuPont's biology, chemistry and 
genomics with Pioneer's leading market position and research and 
development capabilities.
The end result should be significantly increased shareholder value.
"Both of our companies share a strong focus on customers and have 
compatible cultures and values," he concluded.
"Please join me in welcoming the people of Pioneer fully into the DuPont 
DuPont Pioneer Merger Provides Mutual Benefits
Commenting on the agreement for DuPont to acquire Pioneer, The Wall 
Street Journal noted yesterday that there were mutual benefits.
"DuPont, whose scientists have probably had the most success at 
genetically altering the nutritional attributes of crops, would get 
direct control of the world's biggest proprietary seed bank as well as a 
global seed sales force," the article suggested.
"Pioneer's agreement to be acquired represents a big cultural change for 
the 73-year-old company, which was founded by one-time U.S. Vice 
President Henry A. Wallace," The Wall Street Journal pointed out. 
However, it noted benefits to Pioneer, including what DuPont brings to 
the table in terms of genes and "deep pockets".
Subscribers to The Wall Street Journal Interactive Edition can read the 
full report at 

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