Seminis receives tenders of 96% of 10¼% notes by consent deadline

New York, April 4 - Seminis Vegetable Seeds, Inc. said it received tenders of $318 million or 96% of its 10¼% senior subordinated notes due 2013 by the consent deadline of its tender offer.

As a result of the response, Seminis has sufficient consents to amend the note indenture.

At its previous announcement on March 31, Seminis said it had set pricing in its tender offer for the 10¼% notes. Holders who tendered by the consent deadline will receive $1,182.72 per $1,000 principal amount, including a $45.00 consent payment.

The Oxnard, Calif., vegetable seed company announced the tender on March 22 and said it was 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 is based on the yield of the reference 3 1/8% Treasury note due Oct. 15, 2008.

The total payable is 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 noted 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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