D&PL Seeks to Amend Complaint to Add Fraudulent Inducement Claim
SCOTT, Miss., Feb. 22 /PRNewswire-FirstCall/ -- Delta and Pine Land
Company (NYSE: DLP) ("D&PL", NYSE: DLP), a leading commercial breeder,
producer and marketer of cotton planting seed, today announced that, in its
litigation against Monsanto Company (NYSE: MON) and Pharmacia, the Mississippi
Supreme Court has granted D&PL's petitions to appeal two rulings from the
trial court. As a result of these rulings, the Mississippi Supreme Court will
hear D&PL's appeals immediately instead of after trial. The case relates to
the failed 1998 merger between the two companies.
One petition related to an appeal of an order regarding D&PL's damage
claims. In October 2004, the Circuit Court of the First Judicial District of
Bolivar County, Mississippi granted Monsanto's motion for partial summary
judgment relating to one of three methods of calculating D&PL's damages
resulting from Monsanto's breach of the merger agreement. That method sought
to calculate the "benefit of the bargain" that D&PL would have received had
the transaction closed. D&PL is seeking reversal of that order and a decision
allowing D&PL to present a jury with the "benefit of the bargain" method to
calculate damages.
The second petition sought permission to appeal a discovery ruling
relating to documents that Monsanto had claimed to be immune from disclosure
under the attorney-client privilege and work product doctrine. The original
trial judge found that the documents were not privileged and ordered Monsanto
to turn them over to D&PL. Monsanto turned over the documents to D&PL and
allowed them to be used by D&PL for eight months during discovery. After
those eight months, Monsanto filed a motion seeking the return of the
documents, and the new trial judge ordered D&PL to return a portion of them.
D&PL is seeking a ruling allowing it to retain the documents to use in the
lawsuit on various grounds, including that they are not privileged and that -
even if they were at one time protected by a privilege - Monsanto turned them
over and then allowed their use in discovery for eight months, thus waiving
any privilege. The Supreme Court also issued a temporary stay of the Circuit
Court proceedings while the appeals are resolved.
Additionally, D&PL has also filed a motion with the trial court to amend
its complaint to add a claim against Monsanto and Pharmacia for fraudulently
inducing D&PL to extend the deadline to complete its Merger with Monsanto in
1999.
Tom Jagodinski, President and Chief Executive Officer, said, "We are very
pleased that the Supreme Court of Mississippi has agreed to hear our appeals.
We are confident in our legal position and hope to receive favorable decisions
from the Court. We are also hopeful that the Bolivar County, Mississippi
trial court will allow us to amend our complaint based on information
discovered in the lawsuit that supports our claim."
About the Litigation against Monsanto and Pharmacia
In 1998, D&PL entered into a merger agreement with what was then Monsanto
Company. That merger was pending awaiting regulatory approval from the
Department of Justice for almost 19 months. In December 1999, Monsanto
withdrew its request for antitrust clearance, thereby terminating the merger,
and at the same time entered into a merger agreement with Pharmacia & Upjohn.
D&PL has filed suit in Bolivar County, Mississippi against Monsanto claiming,
among other things, that Monsanto breached the merger agreement with D&PL by
not using its best efforts to close the merger and failing to make the
necessary commercially reasonable efforts to meet the government's
requirements to obtain antitrust clearance for the merger.
About Delta and Pine Land Company
Delta and Pine Land Company is a leading 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 in the U.S. For
more information about D&PL, please refer to the Company's website at
http://www.deltaandpine.com.
Certain matters discussed in this release are "forward-looking
statements," including statements about the Company's future plans, goals and
other events which have not yet occurred. These statements are intended to
qualify for the safe harbors from liability provided by the Private Securities
Litigation Reform Act of 1995. They can generally be identified because the
context of such statements will include words such as "believes,"
"anticipates," "expects" or words of similar import. It is the nature of
agricultural seed businesses that supply, demand and their timing are affected
by many variables, including commodity prices, weather and government policy.
Due to the seasonal nature of the seed business, the Company typically incurs
losses in its first and fourth quarters. Additional risks and uncertainties
with respect to the Company's business and forward-looking statements are set
forth in the Company's latest filings with the Securities and Exchange
Commission.
SOURCE Delta and Pine Land Company
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Related links:
http://www.deltaandpine.com
CONTACT:
Investors, Tom Jagodinski of Delta and Pine
Land Company, +1-662-742-4518; or Media, Jonathan Gasthalter, or
Amy Cohen, both of Citigate Sard Verbinnen, +1-212-687-8080
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