Seminis tenders for 10¼% notes

New York, March 22 - Seminis Vegetable Seeds, Inc. said it has begun a cash tender offer for any and all of its 10¼% senior subordinated notes due 2013.

The Oxnard, Calif., vegetable seed company is also soliciting consents to amend the note indenture to eliminate substantially all of the restrictive covenants and certain of the events of default.

The tender is being carried out as part of Monsanto Co.'s acquisition of Seminis, Inc. and its subsidiaries including Seminis Vegetable Seeds.

The price on offer will be based on the yield of the reference 3 1/8% Treasury note due Oct. 15, 2008.

The total payable will be 65% of the present value of scheduled payments on the notes using 50 basis points over the reference Treasury plus 35% of the equity clawback price of 110.25% of par.

Seminis note that Monsanto intends to make a capital contribution to Seminis which could be used to fund an equity clawback.

The consent deadline is 5 p.m. ET on April 4. Holders who tender after that time but before the expiration of 11:59 p.m. ET on April 19 will receive the total payable less the $45.00 per $1,000 consent payment.

Holders who tender must consent.

JPMorgan is dealer manager (866 834-4666). Global Bondholder Services is the information agent and depositary (call collect 212 430-3774 or 866 470-4300).

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