Zeneca's seeds business and VanderHave Group to merge.

WILMINGTON, Del.--(BUSINESS WIRE)--February 21, 1996--Zeneca and Suiker Unie announced today that they are at an advanced stage of negotiation to merge their global seed businesses, Zeneca Seeds (ICI Seeds in the U.S.) and Royal VanderHave Group. Zeneca and Suiker Unie will each own 50 percent of the shares in a proposed new holding company, to be based in Kapelle, Netherlands.

The proposed merger is subject to the satisfactory completion of due diligence and to clearance from the appropriate regulatory authorities. Negotiations are expected to be finalized this spring.

The proposed merged company, with sales of about USD 462 million, will have a substantial presence in the international seeds market, ranking among the world's top five seed companies. The joint venture will bring together complementary breeding, bioscience and commercial resources reinforcing existing strengths in key agricultural crops such as sugarbeet, maize, oilseeds, grasses, cereals and vegetables.

Not included in the joint venture is Zeneca Plant Science, Zeneca's food biotechnology business which will remain wholly owned by Zeneca.

"This is an exciting step for our seeds business," Michael Pragnell,chief executive officer, Zeneca Agrochemicals said. "Merging with a strong and complementary partner will create a leading global seeds business with excellent prospects. It will also reinforce biotechnology opportunities for Zeneca Agrochemicals."

"The product ranges and breeding programs of VanderHave and Zeneca's seeds business make them excellent partners," added Jan Wesseldijk, president and chief executive officer of Suiker Unie.

Zeneca's U.S. seeds company, ICI Seeds, is headquartered in Slater, Iowa and specializes in biotech-derived products in corn, soybeans, sorghum and canola. Of the 1,500 employees worldwide, 400 are in the U.S. In Canada, Zeneca's seeds business is headquartered in Winnipeg, Man. There is a total of 55 employees at sites in Lethbridge and Winnipeg.

Zeneca has, over the last 10 years, developed a global seeds business with a strong bioscience base and sales of about USD 230 million. There is a research, production and marketing presence in the world's major commercial seed markets with operations throughout Europe, in North and South America, Australia, India and Thailand. Headquarters are at Fernhurst, U.K.

Royal VanderHave Group, which is Suiker Unie's seed group, has sales of about USD 230 million and around 1,000 employees,130 of whom are in North America. It was founded in 1879 and has its headquarters in Kapelle,in the Netherlands. The group has activities in North and South America but is particularly strongly represented in the European Community and Eastern Europe.

In North America, Zeneca is a USD 2.6 billion bioscience business with 6,900 employees and 49 manufacturing and research and development sites in the United States and Canada. Zeneca Corp.in Canada and Zeneca Inc. in the U.S. are both wholly-owned subsidiaries of the U.K.-based Zeneca Group (NYSE:ZEN), a major USD 6.9 billion international bioscience business.

-0-

Background Information

U.S. Facts

VanderHave -- 1,000 employees worldwide; about 130 in U.S.

Fargo, North Dakota...60 (Interstate Payco Seed Co)

Salinas, California...15 (Shamrock Seed Company)

Albany, Oregon........9 (Advanta Seed Company)

Grand Ledge, Mich (Michigan State Seeds) and

Madison, Wisconsin (Olds Seeds Company)...47 total.

ICI Seeds employs about 400 people across the U.S. and is based in Slater, Iowa.

(Carroll,Iowa,12; Coon Rapids,Iowa,110; Cottage Grove,WI,4; Kentland,IN,4; Kindred,ND,2; Kunia,HI,5; LaSalle,CO,3; Marshall,MO,5; Monroeville,IN,4; Muncie,IL,12; Shelbyville,IN,4; Slater,Iowa,113; Sleepy Eye,MN,5; Weldon,IL,4; Woodriver,NE,6; Other sales force...98.)

ICI Seeds announced recently it plans to return its company name and products to Garst Seeds in 1997.

The new holding company will become the world's largest supplier of sunflower seeds and one of the three largest suppliers of sugar beets. (Others are Sandoz and KWS.)

Very little overlap in product lines; VanderHave operates primarily in the northern U.S. and ICI Seeds is primarily in the central corn belt.

Canada

Zeneca Seeds headquartered in Winnipeg, Manitoba.

In Canada, Zeneca is a world leader in hybrid development of canola.

Zeneca holds 20 percent of the canola seed market in Canada and has the largest market in the world for spring canola.

Employee breakdown: Lethbridge, Alta....10

Winnipeg, Man.......35

Other sales force...10

CONTACT: Judith Auchard

Zeneca Public Affairs

[phone]

or

Col Seccombe

ICI Seeds

[phone]