Exhibit 2
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of May 8, 1998 (this
"Agreement"), among Monsanto Company, a Delaware corporation ("Parent"), and the
voting trustees, individually and in his or her capacity as such voting trustee
(the "Voting Trustees"), and the registered holders of voting trust
certificates, individually and in his or her capacity as such registered holder
(the "Registered Holders"), under that certain Xxxxxxx Family Voting Trust
Agreement, dated as of January 31, 1996 (the "Voting Trust Agreement"), relating
to shares of Class A Common Stock ("Voting Common Stock") of DEKALB Genetics
Corporation, a Delaware corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this Agreement
by the parties hereto, the Company, Parent and Corn Acquisition Corporation, a
Delaware corporation ("Sub"), are entering into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"), pursuant to which Parent
has agreed to make or cause Sub to make a cash tender offer (the "Offer") for
all outstanding shares of Voting Common Stock and Class B Common Stock of the
Company (collectively, "Company Common Shares") at the Offer Price (as defined
in the Merger Agreement), the completion of such tender offer to be followed by
a merger of Sub with and into the Company (the "Merger");
WHEREAS, Parent and Sub are entering into the Merger Agreement and
pursuing the transactions contemplated thereby in reliance on the
representations and warranties of the Voting Trustees and the Registered Holders
contained herein;
WHEREAS, the Voting Trustees possess record title to the shares of
Voting Common Stock subject to the Voting Trust Agreement as set forth on
Schedule I attached hereto (the "Subject Shares") and are entitled, upon the
written instruction of the Registered Holders, to vote in favor of the Merger
Agreement and the transactions contemplated thereby, and to tender and sell to
Parent pursuant to the Offer, all of the Subject Shares;
WHEREAS, each Registered Holder set forth on Schedule II hereto is the
holder of Trust Certificates, as defined in the Voting Trust Agreement, with
respect to, and beneficially owns, the number of Subject Shares set forth
opposite such Registered Holder's name on Schedule II; and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, Parent has required that each Voting Trustee and each
Registered Holder agree,
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and in order to induce Parent to enter into the Merger Agreement, each Voting
Trustee and each Registered Holder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE I
VOTING OF SHARES
SECTION 1.1 Instructions to Voting Trustees. Contemporaneously with the
execution and delivery of this Agreement by the parties hereto, each Registered
Holder has provided written instructions to the Voting Trustees in the form
attached hereto as Exhibit A (the "Voting and Tendering Instructions") to (a) at
any duly noticed meeting of the stockholders of the Company called to vote upon
the Merger Agreement and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, vote the Subject Shares set
forth opposite such Registered Holder's name on Schedule II hereto in favor of
the approval and adoption of the Merger Agreement and the transactions
contemplated thereby, and (b) be present (in person or by proxy) at any duly
noticed meeting of stockholders of the Company or any adjournment thereof or in
any other circumstances under which the vote, consent or other approval of the
stockholders of the Company is sought with respect to any Business Combination
(as such term is defined in the Monsanto Agreement (as hereinafter defined))
other than the Merger, and vote (or cause to be voted) such Subject Shares
against any such Business Combination, in either such case during the time this
Agreement is in effect. Each Registered Holder agrees not to amend or modify or
take any action that would nullify the Voting and Tendering Instructions, so
long as this Agreement is in effect. Each Voting Trustee and each Registered
Holder acknowledges and agrees that the instructions contained in the Voting and
Tendering Instructions are sufficient to authorize the Voting Trustees to vote
the Subject Shares in accordance with the terms thereof.
SECTION 1.2 Voting Agreement. At any duly noticed meeting of
stockholders of the Company called to vote upon the Merger Agreement and the
transactions contemplated thereby or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including by written
consent) with respect to the Merger Agreement and the transactions contemplated
thereby is sought, the Voting Trustees shall vote (or cause to be voted) the
Subject Shares in accordance with the Voting and Tendering Instructions. At any
duly noticed meeting of stockholders of the Company or any adjournment thereof
or in any other circumstances upon which the stockholders' vote, consent or
other approval is sought, the Voting Trustees shall be present (in person or by
proxy) and shall vote (or cause to be voted) the Subject Shares against: (a) any
action, proposal or agreement that could reasonably be expected to result in a
breach in any material respect of any covenant, representation or warranty or
any other obligation of the Company
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under the Merger Agreement, or which could reasonably be expected to result in
any of the conditions set forth in Article VIII or Exhibit A of the Merger
Agreement not being fulfilled; (b) any Business Combination or any Takeover
Proposal (as hereinafter defined), in either case other than the Merger, the
Merger Agreement and the transactions contemplated thereby; and (c) (i) any
other extraordinary corporate transaction other than the Merger, the Merger
Agreement and the transactions contemplated thereby, such as a merger,
consolidation, business combination, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries, or a sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries or (ii) any other proposal or transaction not covered by the
foregoing which would in any manner impede, frustrate, prevent, delay or nullify
the Merger, the Merger Agreement or the transactions contemplated thereby.
SECTION 1.3 Irrevocable Proxy.
(a) In furtherance of the transactions contemplated hereby,
concurrently with the execution of this Agreement, the Voting Trustees shall
execute and deliver to Parent a proxy in the form attached hereto as Exhibit B
(the "Proxy"). THE PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
(b) Each Voting Trustee hereby revokes all other proxies and powers of
attorney with respect to the Subject Shares which such Voting Trustee may have
heretofore appointed or granted, and no subsequent proxy or power of attorney
shall be given or written consent executed (and if given or executed, such proxy
or power of attorney shall not be effective) by such Voting Trustee with respect
thereto.
SECTION 1.4 No Inconsistent Agreements. Each Voting Trustee hereby
covenants and agrees that, except as contemplated by this Agreement and the
Proxy, such Voting Trustee shall not enter into any agreement or arrangement or
grant a proxy or power of attorney or other authorization with respect to the
Subject Shares or take any other action, including, without limitation, by
terminating the Voting Trust Agreement, that would in any way restrict, limit or
interfere with the performance of any Voting Trustee's obligations hereunder or
the consummation of the transactions contemplated by the Merger Agreement.
ARTICLE II
TENDER OFFER; TENDER OF SUBJECT SHARES
SECTION 2.1 Parent's Obligations Regarding the Offer. So long as this
Agreement is in effect, Parent agrees: (a) that it shall not and that it shall
cause Sub not to (i) reduce the number of Company Common Shares to be purchased
in the Offer, (ii) reduce the Offer Price (as defined in the Merger Agreement),
(iii) impose any conditions to the Offer in addition to the Offer Conditions (as
defined in the Merger Agreement) or modify the Offer Conditions (other than to
waive any Offer Conditions to the extent not prohibited by the Merger
Agreement), (iv) change the form of consideration payable in the Offer or (v)
make any other change or modification in any of the terms of the Offer in any
manner that is
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adverse to the holders of Company Common Shares; (b) that it shall and shall
cause Sub to use its best efforts to cause the Offer Conditions to be satisfied
no later than the Outside Date (as defined in the Merger Agreement); (c) that it
shall extend the Offer until such date as the Offer Conditions have been
satisfied or such later date as required by applicable law; and (d) that it
shall accept and pay for or cause Sub to accept and pay for all of the Company
Common Shares validly tendered and not withdrawn pursuant to the Offer as
promptly as practicable after satisfaction of the Offer Conditions, subject to
compliance with applicable law and subject to the right of Parent or Sub to
extend the Offer for up to an aggregate of fifteen business days under the
circumstances described in Section 1.1(a) of the Merger Agreement. Whether or
not the Merger Agreement is terminated, Parent shall and shall cause Sub to
comply with all covenants of Parent relating to the Offer as set forth in the
Merger Agreement, so long as this Agreement remains in effect.
SECTION 2.2 Instructions to Voting Trustees. Contemporaneously with the
execution and delivery of this Agreement by the parties hereto, each Registered
Holder has provided written instructions to the Voting Trustees in the form of
the Voting and Tendering Instructions attached hereto as Exhibit A to tender as
soon as practicable (and in any event not later than two business days prior to
the first scheduled expiration date of the Offer) the Subject Shares set forth
opposite such Registered Holders' name on Schedule II hereto pursuant to the
Offer, and not to withdraw such tender of the Subject Shares so long as this
Agreement is in effect. Each Registered Holder agrees not to amend or modify or
take any action that would nullify the Voting and Tendering Instructions or in
any way restrict, limit or interfere with the performance of such Registered
Holder's obligations hereunder or the consummation of the transactions
contemplated by the Merger Agreement, including without limitation by
withdrawing any of the Subject Shares from the Voting Trust Agreement, in any
such case as long as this Agreement is in effect.
SECTION 2.3 Tendering of Subject Shares. As promptly as practicable
after the execution and delivery of this Agreement by the parties hereto and in
any event not later than two business days prior to the first scheduled
expiration date of the Offer, the Voting Trustees shall tender the Subject
Shares pursuant to the Offer by delivering to the depository for the Offer a
fully executed letter of transmittal together with the certificates for the
Subject Shares and any other documents that may be reasonably requested by
Parent or such depository to give effect to the tender of the Subject Shares
pursuant to the Offer, and the Voting Trustees further agree not to withdraw
such tender of the Subject Shares so long as this Agreement is in effect. The
Voting Trustees agree not to take any action inconsistent with the Voting and
Tendering Instructions.
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ARTICLE III
RESTRICTIONS ON TRANSFER; CERTAIN
ADDITIONAL COVENANTS
SECTION 3.1 Transfer of Title.
(a) Each Voting Trustee and each Registered Holder covenants and agrees
not to directly or indirectly sell, assign, pledge, hypothecate, transfer,
exchange, convert (including, without limitation, converting any of the Subject
Shares into shares of Class B Common Stock of the Company) or withdraw from the
trust created by the Voting Trust Agreement (the "Voting Trust") or dispose of,
including by tendering into any tender or exchange offer by any third party
(collectively, "Transfer"), or enter into any contract, option or other
arrangement with respect to the Transfer of, any of the Subject Shares or any
interest therein (including, without limitation, any Trust Certificates with
respect to such Subject Shares) or deposit any of the Subject Shares into a
voting trust or enter into a voting trust agreement or arrangement with respect
to the Subject Shares (it being acknowledged by the parties hereto that the
Subject Shares are held subject to the Voting Trust Agreement, the Xxxxxxx
Family Shareholder Agreement dated as of January 31, 1996, among the Registered
Holders (the "Family Shareholder Agreement" and, together with the Voting Trust
Agreement, the "Family Agreements") and the Monsanto Agreement), or to take any
other action with respect to such Subject Shares or such Trust Certificates, or
otherwise permit or authorize any of the foregoing actions, other than pursuant
to the Offer, the Merger or this Agreement, without the prior written consent of
Parent, so long as this Agreement is in effect.
(b) Each Voting Trustee and each Registered Holder hereby agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent against the transfer of any Subject Shares, consistent with the terms of
Section 3.1(a). Each Voting Trustee further agrees that such Voting Trustee
shall not permit any transfer of Trust Certificates to be recorded on the books
maintained by the Voting Trustees for such purpose pursuant to the Voting Trust
Agreement, except as expressly permitted by this Agreement.
(c) Each Voting Trustee and each Registered Holder represents and
warrants that the legend set forth in Section 3.3 of the Monsanto Agreement has
been placed pursuant to such Section 3.3 on each of the certificates
representing Subject Shares. Each Voting Trustee and each Registered Holder
further agrees to use best efforts to place or cause to be placed on such
certificates and the Trust Certificates any additional legends with respect to
this Agreement and the transactions contemplated hereby as Parent may reasonably
request in order to effectuate the terms hereof.
(d) Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx and Xxxx X. Xxxxxxx
(collectively, the "Optionees") hold options to purchase the number of shares of
Voting Common Stock set forth on Schedule III hereto. Without the prior written
consent of Parent, none of the Optionees shall Transfer such options or enter
into any contract or other arrangement to
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transfer such options. Further, the Optionees shall, upon any exercise of such
options, promptly deposit the shares of Voting Common Stock so purchased with
the Voting Trustees under the Voting Trust Agreement and thereafter such shares
shall be deemed Subject Shares for purposes of this Agreement.
SECTION 3.2 Nonrecognition of Certain Transfers.
(a) Any transfer, acquisition, withdrawal from the Voting Trust or
conversion of Subject Shares or transfer of Trust Certificates in violation of
this Agreement shall be null and void. Each Voting Trustee and Registered Holder
agrees that any such transfer, acquisition withdrawal or conversion may and
should be enjoined.
(b) If any involuntary transfer of any of the Subject Shares shall
occur (such as, but not limited to, a sale by a Registered Holder's trustee in
bankruptcy, or a sale to a purchaser at any creditor's or court sale) the
transferee (which term, as used herein, shall include any and all transferees
and subsequent transferees of the initial transferee) shall take and hold such
Subject Shares subject to all of the restrictions, liabilities and rights under
this Agreement, which shall continue in full force and effect.
SECTION 3.3 Existing Agreements. To the extent that this Agreement is
inconsistent with any provision of the Family Agreements, the Registered Holders
and the Voting Trustees agree that such provision of such Family Agreement or
Family Agreements is hereby amended to the extent necessary so that each
Registered Holder and Voting Trustee can and must fully perform its obligations
under this Agreement. Each Registered Holder and each Voting Trustee agrees not
to otherwise amend any of the Family Agreements during the term of this
Agreement without the prior written consent of Parent. Without limiting the
first sentence of this Section 3.3, each Voting Trustee and each Registered
Holder agrees that the Offer is a tender offer meeting the requirements of the
fourth paragraph of Section 7 of the Voting Trust Agreement and that,
notwithstanding anything to the contrary therein, the Voting Trustees may agree
to tender and tender the Subject Shares prior to the publication by the Company
to security holders of the Company of a statement pursuant to Rule 14e-2 (or any
successor rule) under the Securities Exchange Act of 1934, as amended, and that
none of the Voting and Tendering Instructions, the Proxy or the tender of the
Subject Shares by the Voting Trustees are or will be subject to the restrictions
on transfer included in Section 2 of the Family Shareholder Agreement. At the
request of Parent, each Voting Trustee and Registered Holder also agrees to use
all reasonable efforts to cause any legends to be removed from any certificates
representing the Subject Shares and any stop transfer orders with respect
thereto to be rescinded to the extent necessary to permit the consummation of
the transactions contemplated by this Agreement.
SECTION 3.4 Successor Voting Trustees. The Voting Trustees agree not to
resign as Voting Trustees during the term of this Agreement. The Voting Trustees
and the Registered Holders agree that no successor or additional Trustee shall
be appointed unless required by law or the Voting Trust Agreement and that,
should it become necessary to appoint any such successor or additional Voting
Trustee, the remaining Voting Trustees shall
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promptly designate such successor or additional Voting Trustee pursuant to the
terms of the Voting Trust Agreement, provided however, that the terms of this
Agreement shall be binding upon any successor or additional Voting Trustee.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE VOTING TRUSTEES
Each Voting Trustee hereby represents and warrants to Parent as
follows:
SECTION 4.1 Authority Relative to This Agreement. Such Voting Trustee
has all requisite power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement, the Monsanto Agreement and each of the
Family Agreements has been duly and validly executed and delivered by such
Voting Trustee and constitutes a valid and binding obligation of such Voting
Trustee, enforceable against such Voting Trustee in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting or relating to the enforcement of
creditors rights generally and to general principles of equity.
SECTION 4.2 No Conflict. Except for such filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act (as defined in the Merger Agreement) and
foreign and supranational laws relating to antitrust and anticompetition
clearances, the execution and delivery of this Agreement by such Voting Trustee
does not, and the performance of this Agreement by such Voting Trustee will not,
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Subject Shares pursuant to,
the Family Agreements, the Monsanto Agreement or any note, bond, mortgage,
indenture, contract, agreement, lease, instrument, license, permit, franchise,
judgment, order, decree, statute, law, rule or regulation applicable to such
Voting Trustee or by which such Voting Trustee or the Subject Shares are bound
or affected the effect of which, in any case, would be to prevent or delay in
any material respect the ability of such Voting Trustee to comply with the terms
hereof.
SECTION 4.3 The Subject Shares. The Voting Trustees are the record
holders of the Subject Shares set forth on Schedule I hereto, free and clear of
any claims, liens, encumbrances and security interests whatsoever, other than
the encumbrance represented by the Monsanto Agreement, the Family Agreements and
as contemplated by this Agreement. The Voting Trustees have the sole right to
take the actions required to be taken by the Voting Trustees under Articles I
and II of this Agreement.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE REGISTERED HOLDERS
Each Registered Holder hereby represents and warrants to Parent as
follows:
SECTION 5.1 Authority Relative to This Agreement. Such Registered
Holder has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement, the Monsanto Agreement and
each of the Family Agreements has been duly and validly executed and delivered
by such Registered Holder and constitutes a valid and binding obligation of such
Registered Holder, enforceable against such Registered Holder in accordance with
its terms, subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting or relating to the
enforcement of creditors rights generally and to general principles of equity.
SECTION 5.2 No Conflict. Except for such filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act and foreign and supranational laws
relating to antitrust and anticompetition clearances, the execution and delivery
of this Agreement by such Registered Holder does not, and the performance of
this Agreement by such Registered Holder will not, result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of the Subject Shares pursuant to, the Family Agreements,
the Monsanto Agreement or any note, bond, mortgage, indenture, contract,
agreement, lease, instrument, license, permit, franchise, judgment, order,
decree, statute, law, rule or regulation applicable to such Registered Holder or
by which such Registered Holder or the Subject Shares or the Trust Certificates
with respect thereto are bound or affected the effect of which, in any case,
would be to prevent or delay in any material respect the ability of such
Registered Holder to comply with the terms hereof.
SECTION 5.3 The Subject Shares. Such Registered Holder is the
beneficial owner of, and the record holder of Trust Certificates with respect
to, the number of Subject Shares set forth opposite such Registered Holder's
name on Schedule II hereto (and, except as provided in Section 3.1(d), is
neither the record nor beneficial owner of any other shares of Voting Common
Stock or Trust Certificates), free and clear of any claims, liens, encumbrances
and security interests whatsoever, other than the encumbrance represented by the
Monsanto Agreement, the Family Agreements and as contemplated by this Agreement.
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ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Voting Trustees and the
Registered Holders as follows:
SECTION 6.1 Authority Relative to This Agreement. Parent has all
requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Parent and constitutes a valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms, subject to the effect
of any applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting or relating to the enforcement of creditors rights
generally and to general principles of equity.
SECTION 6.2 No Conflict. Except for such filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act and foreign and supranational laws
relating to antitrust and anticompetition clearances and compliance with the
requirements of any federal or state securities laws applicable to the Offer,
the execution and delivery of this Agreement by Parent does not, and the
performance of this Agreement by Parent will not, (a) conflict with or violate
the certificate of incorporation, bylaws or other similar organizational
documents of Parent or (b) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any
property or asset of Parent pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, instrument, license, permit, franchise, judgment,
order or decree, or, to the best knowledge of Parent, any statute, law, rule or
regulation applicable to Parent or by which Parent or any property or asset of
Parent is bound or affected the effect of which, in any case, would be to
prevent or delay in any material respect the ability of Parent to comply with
the terms hereof.
SECTION 6.3 Securities Law Compliance. Neither Parent nor Sub will
effect any offer or sale of Subject Shares which offer or sale would cause any
Registered Holder or Voting Trustee to violate the registration requirements of
the Securities Act of 1933, as amended, or the registration or qualification
requirements of the securities laws of any other jurisdiction.
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ARTICLE VII
TERMINATION
SECTION 7.1 Termination of Agreement. This Agreement shall terminate
immediately upon the Effective Time (as defined in the Merger Agreement). This
Agreement may be terminated:
(a) by mutual written consent of Parent and a majority of the
Voting Trustees, on behalf the Voting Trustees and the Registered
Holders;
(b) by Parent if:
(i) the Merger Agreement shall have been terminated in
accordance with Section 9.1 thereof; or
(ii) at the time of termination of this Agreement by Parent
(A) any of the representations and warranties of the Voting
Trustees or the Registered Holders set forth in this Agreement
shall not be true and correct in all material respects or (B) any
of the Voting Trustees or the Registered Holders shall have
failed to perform in any material respect any material covenant
to be performed by any Voting Trustee or Registered Holder under
this Agreement, and in the case of (A) or (B) such untruth or
incorrectness or such failure cannot be or has not been cured
within thirty (30) days after the giving of written notice to the
Voting Trustees and the Registered Holders by Parent.
(c) by a majority of the Voting Trustees, on behalf of the Voting
Trustees and the Registered Holders, if none of the Voting Trustees or
Registered Holders are in violation of their respective obligations
under this Agreement and if:
(i) Parent or Sub shall not have completed payment for all
Company Common Shares tendered pursuant to the Offer and not
withdrawn by the Outside Date;
(ii) at the time of termination of this Agreement by the
Voting Trustees (A) any of the representations and warranties of
Parent set forth in this Agreement shall not be true and correct
in all material respects or (B) Parent shall have failed to
perform in any material respect any material covenant to be
performed by Parent under this Agreement, and in the case of (A)
or (B) such untruth or incorrectness or such failure cannot be or
has not been cured within thirty (30) days after the giving of
written notice to Parent by any Voting Trustee;
(iii) any Governmental Entity (as defined in the Merger
Agreement) shall have issued an order, decree or ruling or taken
any other action
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permanently restraining, enjoining or otherwise prohibiting the
Offer or the consummation of the transactions contemplated hereby
or by the Merger Agreement and such order, decree, ruling or
other action shall have become final and nonappealable; provided
that the Voting Trustees shall not have the right to terminate
this Agreement pursuant to this clause (iii) if the Company has
not taken such action as is necessary to comply with Section 7.16
of the Merger Agreement; or
(iv) the Merger Agreement shall have been terminated in
accordance with Section 9.1 thereof.
SECTION 7.2 No Effect of Termination of Merger Agreement. Except as
provided in Section 7.1(b)(i) or Section 7.1(c)(iv), the termination of the
Merger Agreement shall have no effect on the obligations of the parties hereto.
SECTION 7.3 Effect of Termination. In the event of termination of this
Agreement pursuant to Section 7.1, this Agreement shall become void and of no
effect with no liability on the part of any party hereto; provided, however, no
such termination shall relieve any party hereto from any liability for any
breach of this Agreement occurring prior to such termination.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 No Solicitation. During the term of this Agreement, the
Voting Trustees and Registered Holders shall not, nor shall they permit any of
their affiliates or any director, officer, employee, investment banker, attorney
or other advisor or representative of any of the foregoing to, (a) directly or
indirectly, solicit, initiate or knowingly encourage (including by way of
furnishing non-public information) the submission of (i) any inquiry, proposal
or offer from any person relating to any direct or indirect acquisition or
purchase of any of the assets of the Company or its Subsidiaries (as such term
is defined in the Merger Agreement) (other than the purchase of inventory or
other assets in the ordinary course of the Company's business) or any of the
Company Common Shares then outstanding, any tender offer or exchange offer for
any of the Company Common Shares then outstanding, or any merger, consolidation,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company or any of its Subsidiaries, other than the
transactions contemplated by the Merger Agreement, or (ii) any other transaction
the consummation of which would reasonably be expected to impede, interfere
with, prevent or materially delay the purchase of Company Common Shares pursuant
to the Offer and/or the Merger or which would reasonably be expected to dilute
materially the benefits to Parent of the transactions contemplated by this
Agreement and the Merger Agreement ("Takeover Proposal") or (b) directly or
indirectly participate in any discussions or negotiations regarding, or furnish
to any person any information with respect to, or knowingly take any other
action to facilitate any inquiries or the making of any proposal that
constitutes, or could
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reasonably be expected to lead to, any Takeover Proposal. Notwithstanding the
foregoing, proposals solely relating to the sale of all or a portion of the
Company's business relating solely to the research and development of swine
breeding stock and the marketing of such hybrid breeding swine and related
management services to hog producers in domestic or international markets shall
not be considered Takeover Proposals, so long as the terms and conditions of
such proposals do not have any of the effects described in clause (ii) of the
preceding sentence.
SECTION 8.2 Voting Trustee and Registered Holder Capacity. By executing
this Agreement no person who is or becomes during the term hereof a director or
officer of the Company makes any agreement or understanding in his or her
capacity as such officer or director. Each Voting Trustee and Registered Holder
signs solely in his or her capacity as the record holder and beneficial owner,
respectively, of the number of Subject Shares set forth opposite his or her name
on Schedules I and II hereto, respectively, and nothing herein shall limit or
affect any actions taken by a Voting Trustee or Registered Holder in his or her
capacity as an officer or director of the Company. Nothing in this Section 8.2
shall be construed to permit any party hereto to take any action which would
violate any provision of the Merger Agreement.
SECTION 8.3 Enforcement of Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached and that monetary damages will not provide an adequate
remedy. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to specific
performance of the terms and provisions hereof in addition to any other remedy
to which they are entitled at law or in equity. In addition, each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of any Federal
or state court located in the State of Delaware in the event any dispute arises
out of this Agreement or any of the transactions contemplated by this Agreement;
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it will not bring any action relating to this Agreement or any of
the transactions contemplated by this Agreement in any court other than a
Federal or state court sitting in the State of Delaware, and appoints The
Corporation Trust Company, The Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx as its agent for service of process in connection with this
Agreement.
SECTION 8.4 Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal representatives, successors and assigns. Each Voting Trustee and
each Registered Holder specifically agrees that the obligations of such Voting
Trustee and/or Registered Holder hereunder shall not be terminated by operation
of law, whether by the death or incapacity of the Voting Trustee and/or
Registered Holder or otherwise.
12
SECTION 8.5 Entire Agreement. This Agreement constitutes the entire
agreement between Parent, the Voting Trustees and the Registered Holders with
respect to the subject matter hereof.
SECTION 8.6 Amendment. This Agreement may not be amended except by an
instrument in writing signed by Parent and a majority of the Voting Trustees.
SECTION 8.7 Extension; Waiver. A majority of the Voting Trustees, on
behalf of the Voting Trustees and Registered Holders, or Parent may, by a
writing signed by such Voting Trustees or Parent, (i) extend the time to perform
any obligation or other act of the other, (ii) waive any inaccuracy in any
representation or warranty of the other or (iii) waive compliance by the other
with any agreement or condition in this Agreement. The failure of any party
hereto to assert any right under this Agreement shall not constitute a waiver of
such right.
SECTION 8.8 Further Assurances. Each of the Voting Trustees and
Registered Holders shall upon the request of Parent execute and deliver any
additional documents and take such further actions as may reasonably be deemed
by Parent to be necessary or desirable to carry out the provisions hereof.
SECTION 8.9 Expenses. All fees and expenses incurred by any one party
hereto shall be borne by the party incurring such fees and expenses.
SECTION 8.10 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in a mutually acceptable manner in order that
the terms of this Agreement remain as originally contemplated to the fullest
extent possible.
SECTION 8.11 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made and shall be effective upon receipt, if delivered personally or
sent by overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice) or electronically transmitted (provided that a confirmation copy
is sent by another approved means) to the facsimile number specified below:
13
If to any Voting Trustee or Registered Holder:
c/o Xxxxxxx X. Xxxxxxx
DeKalb Genetics Corporation
0000 Xxxxxxxx Xxxx
XxXxxx, XX 00000
Attention: [name of Voting Trustee or Registered Holder]
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Pillsbury Madison & Sutro LLP
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Parent, at:
Monsanto Company
000 Xxxxxxxxxxxx Xxxxxxx X XX0X
Xx. Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Ph.D.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with copies to:
Monsanto Company
000 X. Xxxxxxxxx Xxxx.
X0XX
Xx. Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
14
and
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxx X. Silk, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SECTION 8.12 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.
SECTION 8.13 Definition. The term "Monsanto Agreement" means that
certain Stockholders Agreement, dated as of January 31, 1996, among Monsanto
Company and the Registered Holders.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed on the date hereof.
MONSANTO COMPANY
By:/s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Director, Mergers & Acquisitions
XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxxxxx X. Xxxxxxx Trust dated 1/28/72,
(ii) the Xxxxx Xxx Xxxxxxx 1989 Trust,
(iii) the Xxxxxx Xxx Xxxxxxx 1989 Trust,
and (iv) the Xxxxxxx Xxxx Xxxxxxx 1989
Trust
15
and
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxx X. Silk, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SECTION 8.12 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.
SECTION 8.13 Definition. The term "Monsanto Agreement" means that
certain Stockholders Agreement, dated as of January 31, 1996, among Monsanto
Company and the Registered Holders.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed on the date hereof.
MONSANTO COMPANY
By:
------------------------------------
Name: ------------------------------------
Title: ------------------------------------
XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxxxxx X. Xxxxxxx Trust dated 1/28/72,
(ii) the Xxxxx Xxx Xxxxxxx 1989 Trust,
(iii) the Xxxxxx Xxx Xxxxxxx 1989 Trust,
and (iv) the Xxxxxxx Xxxx Xxxxxxx 1989
Trust
15
XXXXXXXX X. XXXX
/s/ Xxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxx X. Xxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxxxxxx X. Xxxx Trust dated 8/22/73,
(ii) the Xxxxxx Xxxx Xxxx 1989 Trust,
(iii) the Xxxxx Xxxxxxxxx Xxxx 1989
Trust, (iv) the Jenna Xxxxxxxxx Xxxx
1997 Trust dated 7/23/97 and (v) the
Xxxx Xxxxxxx Xxxx 1997 Trust dated
7/23/97
XXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxx X. Xxxxxxx Trust dated 4/9/76,
(ii) the Xxxxxxx Xxxxxxxxx Xxxxxxx
1989 Trust, and (iii) the Xxxxxxxxx
Xxxxx Xxxxxxx 1990 Trust #1
XXXXX X. XXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxx, individually and as
Trustee of (i) the Xxxxxxx Xxxxxxxxx
Xxxxxxx Trust dated 8/6/86, (ii) the
Xxxxxxxxx Xxxxx Xxxxxxx Trust dated
3/13/90, (iii) the Xxxxxxx Xxxxx
Xxxxxxx Trust dated 2/28/94, and (iv)
the Xxxx X. Xxxxxxx 1998 Annuity Trust
dated 2/9/98
16
XXXXXXXX X. XXXX
--------------------------------------
Xxxxxxxx X. Xxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxxxxxx X. Xxxx Trust dated 8/22/73,
(ii) the Xxxxxx Xxxx Xxxx 1989 Trust,
(iii) the Xxxxx Xxxxxxxxx Xxxx 1989
Trust, (iv) the Jenna Xxxxxxxxx Xxxx
1997 Trust dated 7/23/97 and (v) the
Xxxx Xxxxxxx Xxxx 1997 Trust dated
7/23/97
XXXX X. XXXXXXX
--------------------------------------
Xxxx X. Xxxxxxx, individually and as
Voting Trustee under the Voting Trust
Agreement and as Trustee of (i) the
Xxxx X. Xxxxxxx Trust dated 4/9/76,
(ii) the Xxxxxxx Xxxxxxxxx Xxxxxxx
1989 Trust, and (iii) the Xxxxxxxxx
Xxxxx Xxxxxxx 1990 Trust #1
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx, individually and as
Trustee of (i) the Xxxxxxx Xxxxxxxxx
Xxxxxxx Trust dated 8/6/86, (ii) the
Xxxxxxxxx Xxxxx Xxxxxxx Trust dated
3/13/90, (iii) the Xxxxxxx Xxxxx
Xxxxxxx Trust dated 2/28/94, and (iv)
the Xxxx X. Xxxxxxx 1998 Annuity Trust
dated 2/9/98
16
XXXXXXXX X. XXXX
/s/ Xxxxxxxx X. Xxxx
-------------------------------------------
Xxxxxxxx X. Xxxx, individually and as
Trustee of (i) the Xxxxxx Xxxx Xxxx Trust
dated 12/6/85 and (ii) the Xxxxxxxx Xxxxxxx
Xxxx 1998 Annuity Trust
XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX
-------------------------------------------
-------------------------------------------
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx,
individually and as Voting Trustees under
the Voting Trust Agreement and as
Trustees of (i) the Xxxxxxx X. and Xxxx
X. Xxxxxxx Living Trust dated 10/15/91,
(ii) the Trust F/B/O Xxxxxxx X. Xxxxxxx
under Xxxxxxx X. Xxxxxxx Charitable Trust
Agreement dated 12/21/67, (iii) the Trust
F/B/O Xxxxxxxx X. Xxxx under Xxxxxxx X.
Xxxxxxx Charitable Trust Agreement
dated 12/21/67, and (iv) the Trust F/B/O
Xxxx X. Xxxxxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated 12/21/67
XXXXX XXXX XXXXXXX
------------------------------------------
Xxxxx Xxxx Xxxxxxx, individually and as
Trustee of the Xxxxx Xxx Xxxxxxx Trust
dated 10/14/87
17
XXXXXXXX X. XXXX
-------------------------------------------
Xxxxxxxx X. Xxxx, individually and as
Trustee of (i) the Xxxxxx Xxxx Xxxx Trust
dated 12/6/85 and (ii) the Xxxxxxxx Xxxxxxx
Xxxx 1998 Annuity Trust
XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
/s/ Xxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx,
individually and as Voting Trustees under
the Voting Trust Agreement and as
Trustees of (i) the Xxxxxxx X. and Xxxx
X. Xxxxxxx Living Trust dated 10/15/91,
(ii) the Trust F/B/O Xxxxxxx X. Xxxxxxx
under Xxxxxxx X. Xxxxxxx Charitable Trust
Agreement dated 12/21/67, (iii) the Trust
F/B/O Xxxxxxxx X. Xxxx under Xxxxxxx X.
Xxxxxxx Charitable Trust Agreement
dated 12/21/67, and (iv) the Trust F/B/O
Xxxx X. Xxxxxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated 12/21/67
XXXXX XXXX XXXXXXX
------------------------------------------
Xxxxx Xxxx Xxxxxxx, individually and as
Trustee of the Xxxxx Xxx Xxxxxxx Trust
dated 10/14/87
17
XXXXXXXX X. XXXX
-------------------------------------------
Xxxxxxxx X. Xxxx, individually and as
Trustee of (i) the Xxxxxx Xxxx Xxxx Trust
dated 12/6/85 and (ii) the Xxxxxxxx Xxxxxxx
Xxxx 1998 Annuity Trust
XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX
-------------------------------------------
-------------------------------------------
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx,
individually and as Voting Trustees under
the Voting Trust Agreement and as
Trustees of (i) the Xxxxxxx X. and Xxxx
X. Xxxxxxx Living Trust dated 10/15/91,
(ii) the Trust F/B/O Xxxxxxx X. Xxxxxxx
under Xxxxxxx X. Xxxxxxx Charitable Trust
Agreement dated 12/21/67, (iii) the Trust
F/B/O Xxxxxxxx X. Xxxx under Xxxxxxx X.
Xxxxxxx Charitable Trust Agreement
dated 12/21/67, and (iv) the Trust F/B/O
Xxxx X. Xxxxxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated 12/21/67
XXXXX XXXX XXXXXXX
/s/ Xxxxx Xxxx Xxxxxxx
------------------------------------------
Xxxxx Xxxx Xxxxxxx, individually and as
Trustee of the Xxxxx Xxx Xxxxxxx Trust
dated 10/14/87
17
EXHIBIT A
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
18
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
--------------------------------
[name of Registered Holder]
[signing capacity]
19
EXHIBIT B
IRREVOCABLE PROXY
to Vote
CLASS A COMMON STOCK
of
DEKALB GENETICS CORPORATION
The undersigned are the Voting Trustees under the Xxxxxxx Family Voting
Trust Agreement, dated as of January 31, 1996 (the "Voting Trust Agreement"),
and as such are the record owners of shares of Class A Common Stock of DEKALB
Genetics Corporation, a Delaware corporation (the "Company"). The undersigned,
in their capacities as such Voting Trustees, hereby irrevocably (to the fullest
extent permitted by the General Corporation Law of the State of Delaware),
appoint R. Xxxxxxx Xxx, III, Xxxxxxxx X. Xxxxxxxxxx and the members of the Board
of Directors of Monsanto Company, a Delaware corporation ("Parent"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do
so) with respect to all of the Subject Shares (as such term is defined in the
Stockholders Agreement (as defined below)) in accordance with the terms of this
Proxy. Upon the execution of this Proxy by the undersigned, any and all prior
proxies given by the undersigned with respect to any Subject Shares are hereby
revoked and the undersigned agree not to grant any subsequent proxies with
respect to the Subject Shares until after the Expiration Date (as defined
below).
This Proxy is irrevocable and coupled with an interest, is granted
pursuant to that certain Stockholders Agreement, dated as of the date hereof,
among Parent, the undersigned and the Registered Holders named therein (the
"Stockholders Agreement"), and is granted in consideration of the Company, Corn
Acquisition Corporation, a Delaware corporation ("Sub"), and Parent entering
into that certain Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"). The Merger Agreement provides, among other things, for the
merger (the "Merger") of Sub with and into the Company, with the Company
becoming a wholly-owned subsidiary of Parent, all in accordance with the terms
of the Merger Agreement. As used herein, the term "Expiration Date" shall mean
the earlier to occur of (i) the termination of the Stockholders Agreement in
accordance with its terms, or (ii) such date and time as the Merger shall have
become effective in accordance with the terms and provisions of the Merger
Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned stockholders, at any time prior to
the Expiration Date, to act as the attorney and proxy of the undersigned to vote
the Subject Shares (including, without
20
limitation, the power to execute and deliver written consents) at every annual,
special or adjourned meeting of the stockholders of the Company and in every
written consent in lieu of such meeting and in any other circumstances under
which a vote, consent or approval (including by written consent) of the
stockholders of the Company is sought: (a) in favor of the adoption of the
Merger Agreement and the transactions contemplated by the Merger Agreement; (b)
against any action, proposal or agreement that could reasonably be expected to
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement, or
which could reasonably be expected to result in any of the conditions set forth
in Article VIII or Exhibit A of the Merger Agreement not being fulfilled; (c)
against any Business Combination (as defined in the Stockholders Agreement) or
any Takeover Proposal (as defined in the Merger Agreement), in either case other
than the Merger, the Merger Agreement and the transactions contemplated thereby;
and (d) against (i) any other extraordinary corporate transaction other than the
Merger, the Merger Agreement and the transactions contemplated thereby, such as
a merger, consolidation, business combination, reorganization, recapitalization
or liquidation involving the Company or any of its subsidiaries, or a sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries or (ii) any other proposal or transaction not covered by the
foregoing which would in any manner impede, frustrate, prevent, delay or nullify
the Merger, the Merger Agreement or the transactions contemplated thereby. The
attorneys and proxies named above may not exercise this Proxy on any other
matter except as provided in clauses (a), (b), (c) and (d) above.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Dated: May 8, 1998
----------------------------------------------
Xxxxxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
----------------------------------------------
Xxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
----------------------------------------------
Xxxxxxxx X. Xxxx, as Voting Trustee under the
Voting Trust Agreement
21
----------------------------------------------
Xxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
----------------------------------------------
Xxxxxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
22
SCHEDULE I
Record Holder Shares of Class A Common Stock
Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx, 2,671,650
Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx &
Xxxx X. Xxxxxxx as Voting Trustees of the
Xxxxxxx Family Voting TR Agmt 1/31/96.
23
SCHEDULE II
Registered Holder Shares of Class A Common Stock
Xxxxxxx X. Xxxxxxx, as Trustee of the 700,614
Xxxxxxx X. Xxxxxxx Trust dated 1/28/72
Xxxxxxx X. Xxxxxxx, as Trustee of the 42,000
Xxxxx Xxx Xxxxxxx 1989 Trust
Xxxxxxx X. Xxxxxxx, as Trustee of the 42,000
Xxxxxx Xxx Xxxxxxx 1989 Trust
Xxxxxxx X. Xxxxxxx, as Trustee of the 42,000
Xxxxxxx Xxxx Xxxxxxx 1989 Trust
Xxxxxxxx X. Xxxx, as Trustee of the 417,032
Xxxxxxxx X. Xxxx Trust dated 8/22/73
Xxxxxxxx X. Xxxx, as Trustee of the 42,000
Xxxxxx Xxxx Xxxx 1989 Trust
Xxxxxxxx X. Xxxx, as Trustee of the 42,000
Xxxxxx Xxxx Xxxx 1989 Trust
Xxxx X. Xxxxxxx, as Trustee of the 534,484
Xxxx X. Xxxxxxx Trust dated 4/9/76
Xxxx X. Xxxxxxx, as Trustee of the 42,000
Xxxxxxx Xxxxxxxxx Xxxxxxx 1989 Trust
Xxxx X. Xxxxxxx, as Trustee of the 42,000
Xxxxxxxxx Xxxxx Xxxxxxx 1990 Trust #1
Xxxxx X. Xxxxxxx, as Trustee of the 22,434
Xxxxxxx Xxxxxxxxx Xxxxxxx Trust dated 8/6/86
Xxxxx X. Xxxxxxx, as Trustee of the 2,880
Xxxxxxxxx Xxxxx Xxxxxxx Trust dated 3/13/90
Xxxxx X. Xxxxxxx, as Trustee of the 2,880
Xxxxxxx Xxxxx Xxxxxxx Trust dated 2/28/94
24
Xxxxxxxx X. Xxxx, as Trustee of the 21,588
Xxxxxx Xxxx Xxxx Trust dated 12/6/85
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, as Trustees 48,082
of the Xxxxxxx X. and Xxxx X. Xxxxxxx Living Trust
dated 10/15/91
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, 34,002
as Trustees of the Trust F/B/O Xxxxxxx X.
Xxxxxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated 12/21/67
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, 22,704
as Trustees of the Trust F/B/O Xxxxxxxx X.
Xxxx under Xxxxxxx X. Xxxxxxx Charitable
Trust Agreement dated 12/21/67
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, 23,646
as Trustees of the Trust F/B/O Xxxx X.
Xxxxxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated
12/21/67
Xxxxx Xxxx Xxxxxxx, as Trustee of the 9,708
Xxxxx Xxx Xxxxxxx Trust dated 10/14/87
Xxxxxxxx X. Xxxx, as Trustee of the Jenna 6,298
Xxxxxxxxx Xxxx 1997 Trust dated 7/23/97
Xxxxxxxx X. Xxxx, as Trustee of the Xxxx 6,298
Xxxxxxx Xxxx 1997 Trust dated 7/23/97
Xxxxxxxx X. Xxxx, as Trustee of the 325,000
Xxxxxxxx Xxxxxxx Xxxx 1998 Annuity Trust
Xxxxx Xxxxxx Xxxxxxx, as Trustee of the 200,000
Xxxx X. Xxxxxxx 1998 Annuity Trust dated
2/9/98
25
SCHEDULE III
Shares of
Class A Common Stock
Name Underlying Options
Xxxxxxx X. Xxxxxxx 36,000
Xxxxxxxx X. Xxxx 16,247
Xxxx X. Xxxxxxx 48,133
26
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as of
January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxxx, individually and as Voting
Trustee under the Voting Trust Agreement and as
Trustee of (i) the Xxxxxxx X. Xxxxxxx Trust dated
1/28/72, (ii) the Xxxxx Xxx Xxxxxxx 1989 Trust,
(iii) the Xxxxxx Xxx Xxxxxxx 1989 Trust, and (iv)
the Xxxxxxx Xxxx Xxxxxxx 1989 Trust
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as of
January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under theVoting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXX XXXX XXXXXXX
/s/ Xxxxx Xxxx Xxxxxxx
-----------------------------------------------
Xxxxx Xxxx Xxxxxxx, individually and as Trustee
of the Xxxxx Xxx Xxxxxxx Trust dated 10/14/87
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxxx
----------------------------------------------------
Xxxx X. Xxxxxxx, individually and as Voting
Trustee under the Voting Trust Agreement and as
Trustee of (i) the Xxxx X. Xxxxxxx Trust dated
4/9/76, (ii) the Xxxxxxx Xxxxxxxxx Xxxxxxx 1989
Trust, and (iii) the Xxxxxxxxx Xxxxx Xxxxxxx 1990
Trust #1
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Xxxxx X. Xxxxxxx, individually and as Trustee of
(i) the Xxxxxxx Xxxxxxxxx Xxxxxxx Trust dated
8/6/86, (ii) the Xxxxxxxxx Xxxxx Xxxxxxx Trust
dated 3/13/90, (iii) the Xxxxxxx Xxxxx Xxxxxxx
Trust dated 2/28/94, and (iv) the Xxxx X. Xxxxxxx
1998 Annuity Trust dated 2/9/98.
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXXXXX X. XXXX
/s/ Xxxxxxxx X. Xxxx
----------------------------------------------------
Xxxxxxxx X. Xxxx, individually and as Voting
Trustee under the Voting Trust Agreement and as
Trustee of (i) the Xxxxxxxx X. Xxxx Trust dated
8/22/73, (ii) the Xxxxxx Xxxx Xxxx 1989 Trust,
(iii) the Xxxxx Xxxxxxxxx Xxxx 1989 Trust, (iv) the
Jenna Xxxxxxxxx Xxxx 1997 Trust dated 7/23/97
and (v) the Xxxx Xxxxxxx Xxxx 1997 Trust dated
7/23/97
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as
of January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXXXXX X. XXXX
/s/ Xxxxxxxx X. Xxxx
----------------------------------------------------
Xxxxxxxx X. Xxxx, individually and as Trustee of
(i) the Xxxxxx Xxxx Xxxx Trust dated 12/6/85
and (ii) the Xxxxxxxx Xxxxxxx Xxxx 1998 Annuity
Trust
2
XXXXXXX FAMILY VOTING TRUST AGREEMENT
VOTING AND TENDERING INSTRUCTIONS
TO: Xxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxx
and Xxxx X. Xxxxxxx, as Voting Trustees (and any successor or additional
voting trustees) under the Xxxxxxx Family Voting Trust Agreement dated as of
January 31, 1996 (the "Voting Trust Agreement")
Pursuant to Sections 5 and 7 of the Voting Trust Agreement, you are
hereby instructed as follows with respect to all shares of Class A Common Stock
of DEKALB Genetics Corporation (the "Company") held by you on behalf of the
undersigned on the date hereof under the Voting Trust Agreement (the "Subject
Shares"): (a) at any duly noticed meeting of the stockholders of the Company
called to vote upon the Merger Agreement, dated as of the date hereof, by and
among the Company, Monsanto Company and Corn Acquisition Corporation (the
"Merger Agreement") and the transactions contemplated thereby or at any
adjournment thereof or in any other circumstances under which a vote, consent or
approval (including by written consent) with respect to the Merger Agreement and
the transactions contemplated thereby is sought, to vote all of the Subject
Shares in favor of the approval and adoption of the Merger Agreement and the
transactions contemplated thereby; (b) to be present (in person or by proxy) at
any duly noticed meeting of stockholders of the Company or any adjournment
thereof or in any other circumstances under which the vote, consent or other
approval of the stockholders of the Company is sought with respect to any
Business Combination (as defined in the Stockholders Agreement (as defined
below)) other than the Merger (as defined in the Merger Agreement) and to vote
(or cause to be voted) all of the Subject Shares against any such Business
Combination; and (c) to tender as soon as practicable (and in any event not
later than two business days prior to the first scheduled expiration date of the
Offer (as defined in the Merger Agreement)) all of the Subject Shares pursuant
to the Offer and not to withdraw such tender of the Subject Shares.
These Instructions are the instructions of the undersigned referred to
in Sections 1.1 and 2.2 of the Stockholders Agreement, dated as of the date
hereof (the "Stockholders
Agreement"), among Monsanto Company, the undersigned, the other holders of trust
certificates under the Voting Trust Agreement and the Voting Trustees under the
Voting Trust Agreement.
These instructions are irrevocable and are binding upon the successors
and assigns of the undersigned.
Dated: May 8, 1998.
XXXXXXX X. XXXXXXX AND XXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------------
/s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx,
individually and as Voting Trustees under the
Voting Trust Agreement and as Trustees of (i)
the Xxxxxxx X. and Xxxx X. Xxxxxxx Living Trust
dated 10/15/91, (ii) the Trust F/B/O Xxxxxxx X.
Xxxxxxx under Xxxxxxx X. Xxxxxxx Charitable
Trust Agreement dated 12/21/67, (iii) the Trust
F/B/O Xxxxxxxx X. Xxxx under Xxxxxxx X. Xxxxxxx
Charitable Trust Agreement dated 12/21/67, and
(iv) the Trust F/B/O Xxxx X. Xxxxxxx under
Xxxxxxx X. Xxxxxxx Charitable Trust Agreement
dated 12/21/67
2
IRREVOCABLE PROXY
to Vote
CLASS A COMMON STOCK
of
DEKALB GENETICS CORPORATION
The undersigned are the Voting Trustees under the Xxxxxxx Family Voting
Trust Agreement, dated as of January 31, 1996 (the "Voting Trust Agreement"),
and as such are the record owners of shares of Class A Common Stock of DEKALB
Genetics Corporation, a Delaware corporation (the "Company"). The undersigned,
in their capacities as such Voting Trustees, hereby irrevocably (to the fullest
extent permitted by the General Corporation Law of the State of Delaware),
appoint R. Xxxxxxx Xxx, III, Xxxxxxxx X. Xxxxxxxxxx and the members of the Board
of Directors of Monsanto Company, a Delaware corporation ("Parent"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do
so) with respect to all of the Subject Shares (as such term is defined in the
Stockholders Agreement (as defined below)) in accordance with the terms of this
Proxy. Upon the execution of this Proxy by the undersigned, any and all prior
proxies given by the undersigned with respect to any Subject Shares are hereby
revoked and the undersigned agree not to grant any subsequent proxies with
respect to the Subject Shares until after the Expiration Date (as defined
below).
This Proxy is irrevocable and coupled with an interest, is granted
pursuant to that certain Stockholders Agreement, dated as of the date hereof,
among Parent, the undersigned and the Registered Holders named therein (the
"Stockholders Agreement"), and is granted in consideration of the Company, Corn
Acquisition Corporation, a Delaware corporation ("Sub"), and Parent entering
into that certain Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"). The Merger Agreement provides, among other things, for the
merger (the "Merger") of Sub with and into the Company, with the Company
becoming a wholly-owned subsidiary of Parent, all in accordance with the terms
of the Merger Agreement. As used herein, the term "Expiration Date" shall mean
the earlier to occur of (i) the termination of the Stockholders Agreement in
accordance with its terms, or (ii) such date and time as the Merger shall have
become effective in accordance with the terms and provisions of the Merger
Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned stockholders, at any time prior to
the Expiration Date, to act as the attorney and proxy of the undersigned to vote
the Subject Shares (including, without limitation, the power to execute and
deliver written consents) at every annual, special or adjourned meeting of the
stockholders of the Company and in every written consent in lieu of
such meeting and in any other circumstances under which a vote, consent or
approval (including by written consent) of the stockholders of the Company is
sought: (a) in favor of the adoption of the Merger Agreement and the
transactions contemplated by the Merger Agreement; (b) against any action,
proposal or agreement that could reasonably be expected to result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation of the Company under the Merger Agreement, or which could reasonably
be expected to result in any of the conditions set forth in Article VIII or
Exhibit A of the Merger Agreement not being fulfilled; (c) against any Business
Combination (as defined in the Stockholders Agreement) or any Takeover Proposal
(as defined in the Merger Agreement), in either case other than the Merger, the
Merger Agreement and the transactions contemplated thereby; and (d) against (i)
any other extraordinary corporate transaction other than the Merger, the Merger
Agreement and the transactions contemplated thereby, such as a merger,
consolidation, business combination, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries, or a sale or
transfer of a material amount of the assets of the Company or any of its
subsidiaries or (ii) any other proposal or transaction not covered by the
foregoing which would in any manner impede, frustrate, prevent, delay or nullify
the Merger, the Merger Agreement or the transactions contemplated thereby. The
attorneys and proxies named above may not exercise this Proxy on any other
matter except as provided in clauses (a), (b), (c) and (d) above.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Dated: May 8, 1998
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
/s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Xxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
/s/ Xxxxxxx X. Xxxx
-------------------------------------------------
Xxxxxxxx X. Xxxx, as Voting Trustee under the
Voting Trust Agreement
2
/s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Xxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxxx, as Voting Trustee under the
Voting Trust Agreement
3
