Monsanto Company (NYSE: MON) today announced that its Board of Directors has approved a two-for-one split of the company's common stock effected in the form of a stock dividend. The stock split will be payable on July 28, 2006, to shareowners of record at the close of business on July 7, 2006.
Monsanto shareowners will be issued one additional common share for every common share held in the company on the record date. Monsanto had approximately 270 million shares of common stock outstanding as of May 31, 2006. Upon completion of the split, the company will have approximately 540 million shares of common stock outstanding.
The company currently expects that shares of its common stock will begin trading on a split basis at the beginning of trading on July 31, 2006; however, this timing is contingent on processing of the transaction by the New York Stock Exchange.
Monsanto also announced today that its Board of Directors declared a quarterly cash dividend on its common stock of 20 cents per share. The cash dividend is payable to shareowners on July 28, 2006, on common stock held at the close of business on the record date of July 7, 2006. The cash dividend will be paid on pre-split shares held by shareowners at the close of business on the record date of July 7, 2006.
Monsanto Company is a leading global provider of technology-based solutions and agricultural products that improve farm productivity and food quality. For more information on Monsanto, see: www.monsanto.com.
Monsanto Company - Two-For-One Stock
Split, June 2006
Frequently Asked Questions (FAQ)
On June 27, 2006, Monsanto Company's Board of Directors approved a two-for-one split of the company's common stock. The split was structured in the form of a stock dividend and is payable on July 28, 2006, to shareowners of record at the close of business on July 7, 2006, with respect to the shares outstanding at such time. In line with this split, Monsanto shareowners will be issued one additional common share for every common share held in the company on the record date.
We understand that our shareowners may have questions related to the stock split announcement. To support their needs, we have compiled information on what we believe will be the most frequently asked questions related to our stock split below. If, for any reason, your question is not addressed with this information, please feel free to contact our transfer agent, Mellon Investor Services LLC, or the company's Investor Relations team. Contact information for both parties is listed below:
Monsanto's Transfer Agent:
Mellon Investor Services LLC
PO Box 3315
South Hackensack, New Jersey
07606
888-725-9529 (toll free
within the United States or
Canada)
201-329-8660 (outside the
United States or Canada)
201-329-8354 (for the
hearing impaired)
http://www.melloninvestor.com
Investor Relations
Department:
Investor Relations
Monsanto Company
800 N. Lindbergh Blvd.
St. Louis, Missouri 63167
314-694-8149
Frequently Asked Questions
The company's Board of
Directors recently approved a
two-for-one stock split. How was
this split structured?
On June 27, 2006, Monsanto
Company's Board of Directors
approved a two-for-one split of
the company's common stock. The
split was structured in the form
of a stock dividend and is
payable on July 28, 2006, to
shareowners of record at the
close of business on July 7,
2006, with respect to the shares
outstanding at such time.
Has Monsanto Company ever
done a stock split in the past?
No. This is the first stock
split done by the company since
Monsanto was spun-off by
Pharmacia Corporation as a
100-percent publicly traded
company in August 2002.
What does a two-for-one stock split mean to a Monsanto shareowner?
A two-for-one stock split means that Monsanto shareowners will be issued one additional share of Monsanto common stock for every share of Monsanto common stock held at the close of business on the record date. The post-split shares will be priced at half of the pre-split market value, which means the shareowner's total investment value owned in the company remains unchanged. For example:
A Monsanto shareowner owns 100 shares of Monsanto (NYSE: MON) common stock as of the record date (the close of business on July 7, 2006). Assume the market price is $70 a share immediately before the split. According to these assumptions, the shareowner's total value of common shares owned in Monsanto is $7,000 (100 shares at $70).
Based on these assumptions, immediately following the two-for one stock split, the Monsanto shareowner will have twice as many shares of common stock, or 200 shares of stock, and the market price of that stock immediately after the split will be half of the price immediately before the split, or $35 a share. Therefore, the shareowner's total investment value in Monsanto remains the same at $7,000 (200 shares at $35) until the stock price moves up or down.
Why did Monsanto's Board of
Directors split the stock now?
The Board's decision to split
the stock was based on a desire
to bring the company's stock
price more in line with the
median range of stocks that
trade in the S&P 500 Index.
Monsanto's stock was trading in
the upper quartile of the S&P
500.
Does a two-for-one stock
split, in the form of a stock
dividend, dilute the aggregate
value of the Monsanto shares
that a shareowner owns?
No. The two-for-one stock split
will not change the total value
of a shareowner's investment in
the company.
How will the stock split
affect the company's quarterly
dividend?
As part of the company's stock
split announcement, Monsanto
also announced today that its
Board of Directors had declared
a quarterly dividend on its
common stock of 20 cents per
share. The dividend is payable
on July 28, 2006, to shareowners
of record at the close of
business on July 7, 2006, with
respect to the shares
outstanding at such time. The
cash dividend will not be paid
on shares issued as a result of
the stock split as those shares
will be issued after the record
date for the cash dividend.
Declaration of dividends and the
appropriate amount of any
dividend in the future will
continue to be determined by the
Board of Directors on a
quarterly basis.
Will the company's quarterly
dividend be paid on pre- or
post-split shares?
The company's quarterly dividend
on its common stock of 20 cents
per share will be paid on
pre-split shares held by
shareowners at the close of
business on the record date of
July 7, 2006.
Is the stock split a taxable
transaction for Monsanto
shareowners?
The receipt of these additional
shares will not result in
taxable income under existing
U.S. tax law. The tax basis of
each share owned after the stock
split will be half of what it
was before the split. The new
shares will be treated as if
they were acquired on the same
date as the shares with respect
to which they were issued.
Individual shareowners should
consult with their personal tax
advisor regarding their specific
tax circumstances.
Will shareowners be mailed
new stock certificates
associated with the split
shares? If so, who will this
mailing come from?
New certificates will not be
mailed. Shareowners will be
mailed a statement reflecting
the newly issued shares on July
28, 2006. Shareowner records,
including split shares, will
continue to be maintained by
Monsanto's transfer agent,
Mellon Investor Services LLC. In
the event a shareowner would
like to obtain a stock
certificate in paper format, the
shareowner is encouraged to
contact Mellon Services LLC for
more details. There is no fee
for certificates.
Where will information
related to the shareowner's new
split shares be mailed?
If a shareowner currently holds
stock in his or her name, then
the shareowner will be notified
at the address of record on file
with Mellon Investor Services
LLC. If shareowners would like
to verify their address, they
are encouraged to contact Mellon
Investor Services LLC, at
1-888-725-9529 or via email at
www.melloninvestor.com.
If a shareowner's stock is currently held in a brokerage account, the shareowner's broker will mail them a statement.
Should shareowners still keep
their current stock
certificates?
Yes, shareowners should still
maintain a file of their current
holdings. These stock
certificates are still valid and
should be filed in a safe place
where the shareowner can access
them. Shareowners that want to
send their certificates to
Mellon Investor Services for
safekeeping may do so for no
charge. Certificates, along with
a letter indicating the
shareowner's desire to have
their certificates placed into
safekeeping, should be sent via
traceable mail to:
Mellon Investor Services
480 Washington Blvd.
Jersey City, NJ 07310-1900
Further information may be obtained by calling Mellon Investor Services at 1-888-725-9529.
Will the stock split have any
affect on shares held by
Monsanto shareowners as part of
the Mellon Investor Services
Program?
Shares of Monsanto stock held in
through the Mellon Investor
Services Program will be
adjusted to reflect the split
the same way as shares held
outside of the program.
Elections to reinvest dividends
will not be affected by the
stock split. If you have any
questions regarding the Investor
Services Program, please contact
the administrator of the
program, Mellon Investor
Services LLC, at 1-888-725-9529
or via email at
www.melloninvestor.com.
Are there specific key dates
related to this stock split that
Monsanto shareowners should be
aware of? If so, what exactly
happens on those dates?
Yes. There are several key dates
that Monsanto shareowners should
be aware of. These dates
include:
- The Record Date - The record date for this two-for-one stock split is at the close of business on July 7, 2006. The record date refers to the day that determines which shareowners are entitled to receive additional shares due to the stock split.
- The Payment Date - The payment date for this two-for-one stock split is the close of business on July 28, 2006. The payment date refers to the date when Mellon Investor Services, LLC, our transfer agent, mails written notice to shareowners of record indicating the split-adjusted share holdings owned by shareowners. If a shareowner's stock is currently held in a brokerage account, the shareowner's broker will mail them a statement.
- The Ex-split Date - The ex-spilt date for this two-for-one stock split is expected to be July 31, 2006. The ex-split date refers to the date when shares of Monsanto common stock will trade on the New York Stock Exchange at the new split-adjusted price.
What is the record date for
the stock split and what effect
will it have on Monsanto
shareowners?
The record date for this
two-for-one stock split is the
close of business on July 7,
2006. Shareowners who own shares
of Monsanto common stock on the
record date will be entitled to
receive additional shares based
on the number of shares they own
on the record date.
What is the payment date for
the stock split and what effect
will it have on Monsanto
shareowners?
The payment date for this
two-for-one stock split is the
close of business on July 28,
2006. This is the date when
Mellon Investor Services LLC,
our transfer agent, mails
written notice to shareowners of
record indicating the
split-adjusted share holdings
owned by shareowners. If a
shareowner's stock is currently
held in a brokerage account, the
shareowner's broker will mail
them a statement.
What is the ex-split date?
The ex-spilt date for this
two-for-one stock split is
expected to be July 31, 2006.
This date refers to when shares
of Monsanto common stock will
begin trading on the New York
Stock Exchange at the new
split-adjusted price.
What happens if I am a
shareowner on the record date
but sell my shares before the
ex-split date, July 31, 2006?
If a shareowner is a holder of
record on the record date (the
close of business on July 7,
2006), that shareowner is
entitled to receive the
additional shares for the stock
split. However, if this same
shareowner sells his or her
shares prior to the ex-split
date (July 31, 2006), this
seller will be transferring the
entitlement of the additional
shares to the buyer. The seller
will receive full value for the
shares sold and the buyer will
receive the additional shares.
Will there be different
markets for the company's stock
during the time period between
the stock split record date and
the ex-split date?
During the time period that
exists between the record date
and the ex-split date, two
separate markets are expected to
exist for Monsanto common stock
on the New York Stock Exchange.
These separate markets are
referred to as the "regular way"
market and the "when issued"
market.
The "regular way" market, reported under our normal MON symbol, continues to trade at the higher, pre-split price. Since sellers in the "regular way" market will receive full value for the shares they sell, they transfer the split shares they are entitled to receive by virtue of their being shareowners on the record date. They automatically transfer their rights to the split shares to their buyers by means of "due bills."
Separately, the New York Stock Exchange recognizes that shareowners might alternatively want to sell only the "new" split shares to which they are entitled while retaining the "old" shares that they currently own, and this is accomplished in the "when issued" market at the post-split price. "When issued" trading is reported under our normal MON symbol with a ".WI" appended - MON.WI. "When issued" trading ceases on the payment date.
Will there be a "when issued"
market for the split shares?
Monsanto expects that the New
York Stock Exchange will
authorize a "when issued" market
for the new split shares under
the MON.WI symbol. The "when
issued" market would occur only
between the record date and the
payment date.
Trading in the "when issued" market would reflect the anticipated split value of Monsanto's common stock. Monsanto does not have any involvement in "when issued" trading, and shareowners are encouraged to check with their brokers if they are interested in "when issued" trading.
Does this stock split affect
my voting rights as a shareowner
in the company?
No. The stock split will not
impact your shareowner voting
rights. Following the stock
split, Monsanto shareowners will
be entitled to vote on twice as
many shares. However, the
shareowner's proportionate vote
will remain the same relative to
other shareowners, assuming that
the shareowner's holdings remain
unchanged.
Will the par value change?
No. The $0.01 par value of
Monsanto's common stock will not
change as a result of the stock
split.
Who can I contact if I have
questions?
If you have questions about the
stock split, questions regarding
shareowner records, stock
transfers, stock certificates or
other stock-related inquiries,
please contact:
Monsanto's Transfer Agent:
Mellon Investor Services LLC
PO Box 3315
South Hackensack, New Jersey
07606
888-725-9529 (toll free
within the United States or
Canada)
201-329-8660 (outside the
United States or Canada)
201-329-8354 (for the
hearing impaired)
http://www.melloninvestor.com
Other questions, or requests for information, should be directed to:
Investor Relations
Department:
Investor Relations
Monsanto Company
800 N. Lindbergh Blvd.
St. Louis, Missouri 63167
314-694-8149