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Executive Summary

Monsanto is seeking bids on Searle's near-$100 mil. OTC drug business, the two companies announced in a joint Sept. 17 press release outlining management and organization changes connected with the ongoing merger of Searle into Monsanto. "The sale of Searle's U.S. consumer division is currently being explored," the two firms reported." This division consists of the U.S. marketed products Metamucil, Dramamine, Icy Hot and Equal, and related manufacturing and R&D functions," the release adds. Searle's U.S. Equal business will apparently be part of the spin-off of the company's proprietary OTC brands. Monsanto's investment banker is Goldman Sachs. In 1984, Searle's consumer products business, excluding Equal, posted revenues of approximately $95 mil. Last winter, when Searle was discussing divestiture of separate components of its business, Pfizer was linked with the potential acquisition of Searle's proprietary products business. During Searle's six month effort to spin off its businesses, Pfizer was also rumored to have put in a bid for both Searle's pharmaceutical and consumer product segments. In addition, Searle's pharmaceutical and Nutrasweet businesses will be established as separate wholly-owned subsidiary corporations, "each with its own board of directors," the release notes. Monsanto's newly formed pharmaceutical group, G.D. Searle & Co., will begin to operate as a separate subsidiary of Monsanto effective Oct. 1. That group will be comprised of Searle's pharmaceutical group and R&D div. as well as Monsanto's U.S. and internatl. health care business and life sciences R&D. Monsanto's Harbison To Head Searle Pharmaceutical Subsidiary; Timms to R&D Div. Topside Searle's pharmaceutical business had sales of $584.6 mil. in 1984 and operating earnings of $116.2 mil. Monsanto's human health care business includes a Danish pharmaceutical firm, Continental Pharma, with sales of approximately $40 mil. acquired in January 1984, and a sizable pharmaceutical and life sciences R&D program. In 1984, Monsanto put $66 mil. into its biological sciences R&D program, which will significantly expand Searle's R&D division. Searle spent approximately $120 mil. last year on its R&D program. Searle President and CEO John Robson will stay with the company until early next year in transition duties. Robson will remain in his current position "at Monsanto's request," the release notes, "until January 31, 1986 to assist in the transition and provide an orderly management succession." Robson will also take a seat on the G.D. Searle board. "A search will be conducted for his successor," the release adds. Heading Monsanto's newly formed G.D. Searle pharmaceutical subsidiary with the title of chairman of the board will be Monsanto Exec VP Earle Harbison, the release indicates. Searle Nutrasweet Group President Robert Shapiro will become president and CEO of the new aspartame subsidiary. Searle Pharmaceutical Group President O.B. Parrish will continue in his current role, while Monsanto VP and Health Care Div. General Manager Charles Faden "will continue in that position for the present with primary responsibility for assisting in the integration of Monsanto's and Searle's human health care businesses," the two companies said. Searle R&D Div. President Daniel Azarnoff, MD, is also leaving Searle "to pursue other interests," the release states. However, Azarnoff "will remain for a period of time as a consultant to assist in the integration of Monsanto's and Searle's human health care research activities and to provide transition for Searle research and development projects," the release notes. Monsanto Health Care Div. General Manager-R&D Alan Timms, PhD, formerly at Sandoz, will succeed Azarnoff. The board of directors for G.D. Searle & Co. will include William Anylan, MD, chancellor for health affairs at Duke University, and David Kipnis, MD, chairman of the dept. of medicine at Washington University, from academia; Robson from Searle; and from Monsanto, Harbison, President and CEO Richard Mahoney, Senior VP Robert Berra, Senior VP Howard Schneiderman, PhD, and Senior VP and Chief Financial Officer Francis Stroble. Among the other management changes at the Searle subsidiary: Monsanto Industrial Chemical VP and Managing Director Richard DeSchutter will become exec VP-finance at G.D. Searle, succeeding outgoing Searle Exec VP James Denny; Searle VP and Controller Edward Liddy will become Senior VP-Chief Financial Officer; Searle VP-Corporate Relations William Greener becomes Senior VP-Corporate Relations; Searle VP and General Counsel Donald Murdoch becomes Senior VP-Law; and Searle Associate General Counsel Roger Thies becomes VP-General Counsel.

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