1
EXHIBIT 99.1
308/2B
May 1, 1997
Xx. Xxxxx Xxxxxxx
00000 Xxxx Xxxxxxx Xxxxx
Xxx Xxx, XX 00000
Dear Xxxxx,
This letter constitutes DowElanco's offer to purchase from you
(the "Offer"), at your option, certain shares of common stock,
par value $.001 per share ("Shares"), of Mycogen Corporation
("Mycogen") beneficially owned by you, subject to the terms and
conditions set forth herein. The specific terms and conditions
of the Offer are as follows:
A. DowElanco would purchase from you (i) any or all of the
30,000 Shares that were awarded to you in calendar year 1995
under Mycogen's Restricted Stock Issuance Plan, and (ii) any
or all Shares issued to you by Mycogen pursuant to the May
1, 1997 letter agreement between you and Mycogen concerning
your resignation from the offices of Chairman of the Board
and Chief Executive Officer and from your employment with
Mycogen Corporation and the severance benefits you will
receive in exchange for your resignation (the "Severance
Agreement"). DowElanco would purchase all such Shares from
you at a price of $28.00 per share. The closing of a
purchase of any such Shares by DowElanco will take place as
soon as practicable after DowElanco receives notice of your
acceptance of the Offer with respect to such Shares and your
specification of the number of such Shares to be purchased,
but no sooner than the "Initial Payment Date" as defined in
paragraph 1-14 of Exhibit 1 of the Severance Agreement. The
Offer with respect to Shares described in this paragraph A
will become effective as of your resignations from the
offices of Chairman of the Board and Chief Executive Officer
of Mycogen and your employment with Mycogen on the date of
this letter and will continue through May 8, 1997.
B. DowElanco would purchase from you up to 19,167 Shares that
were issued and outstanding as of April 2, 1997 and have
been beneficially owned by you since that date (other than
Shares described in paragraph A, above). DowElanco would
purchase all such Shares from you at a price equal to 105%
of the 30 trading day trailing average closing price of
Mycogen common shares on the Nasdaq National Market
determined as of the date of your acceptance of the Offer
with respect to Shares described in this paragraph B. The
closing of a purchase of any such Shares by DowElanco will
take place as soon as practicable after DowElanco receives
notice of your acceptance of the Offer with respect to such
Shares and your specification of the number of such Shares
to be purchased, but no sooner than the Initial Payment
Date. The Offer with respect to Shares described in this
paragraph B will become effective as of your resignations
from the offices of Chairman of the Board and Chief
Executive Officer of Mycogen and your employment with
Mycogen on the date of this letter and will continue through
June 1, 1997.
C. Notwithstanding the foregoing, on or before May 8, 1997, you
may elect to accept DowElanco's Offer with respect to any or
all of the Shares described in paragraph B at a purchase
price of $28.00 per Share; provided that the purchase price
for a like number of Shares described in paragraph A will be
equal to 105% of the 30 trading day trailing average closing
price of Mycogen common shares on the Nasdaq National Market
determined as of the date you notify DowElanco of your
election to substitute Shares in this manner. Following the
purchase price adjustments described in the foregoing
sentence, the Offer with respect to any Shares described in
paragraph A so affected will remain in effect through June
1, 1997.
D. DowElanco would purchase from you (i) any or all Shares that
were issued and outstanding as of April 2, 1997 and have
been beneficially owned by you since that date (other than
Shares described in paragraphs A and B, above), and (ii) any
or all Shares acquired by you after April 2, 1997 on a
cashless basis through your surrender to Mycogen of stock
options granted to you prior to the date of this letter
under Mycogen's 1992 Stock Option Plan, as amended (the
"Stock Option Plan"), in exchange for an appreciation
distribution in the form of Shares from Mycogen as provided
in Article X of the Stock Option Plan, "Stock Appreciation
Rights." DowElanco would purchase all such Shares from you
at a price equal to 105% of the 30 trading day trailing
average closing price of Mycogen common shares on the Nasdaq
National Market determined as of the date of your acceptance
of the Offer. The closing of a purchase of any such Shares
by DowElanco will take place as soon as practicable after
DowElanco receives notice of your acceptance of the Offer
with respect to such Shares and your specification of the
number of such Shares to be purchased. The Offer with
respect to Shares described in this paragraph D will become
effective as of the effective date of your resignation or
removal from or failure to be reelected to the Mycogen Board
of Directors and will continue for a period of six months
thereafter.
E. The Offer is subject to the satisfaction of the following
conditions:
1. The Severance Agreement shall be in full force and
effect; and there shall have been no breach by you of
any representation, warranty or agreement made by you
therein;
2. Neither your acceptance of the Offer nor the
consummation of the purchase and sale of Shares in
accordance therewith would cause DowElanco to be in
breach of any provision of the Exchange and Purchase
Agreement among Mycogen, Agrigenetics, Inc., DowElanco
and United Agriseeds, Inc., dated as of January 15,
1996.
3. Your acceptance of the Offer and the consummation of a
purchase and sale of Shares in accordance therewith
comply with all applicable laws.
F. The Offer is irrevocable and is made in consideration of
your resignations from the offices of Chairman of the Board
and Chief Executive Officer of Mycogen and your employment
with Mycogen.
Sincerely,
DowElanco
By: _______________________________
Xxxxxxxx X. Xxxx
Vice President
