CVS
Comments on Caremark Shareholder Approval of CVS/Caremark Merger
WOONSOCKET,
R.I.-- March 16, 2007--In response to the results of today's Caremark Rx,
Inc.
(NYSE: CMX) shareholder vote approving the CVS/Caremark merger, CVS Corporation
(NYSE: CVS) issued the following statement:
"Today's
vote reinforces the compelling logic underpinning the merger of the nation's
largest pharmacy chain with the leading pharmacy services company and speaks
to
the tremendous opportunity we have before us," said Tom Ryan, Chairman,
President and Chief Executive Officer of CVS Corporation. "We have said from
the
beginning that this combination will transform the way pharmacy services
are
delivered, enabling consumers to benefit from enhanced healthcare services
and
improved outcomes, and for payors to benefit from more effective cost management
tools. Now that we have obtained approval from both CVS and Caremark
shareholders, we can begin delivering on this opportunity."
CVS
expects the transaction to close early to mid next week, promptly after the
vote
is certified by the independent inspector of election. The tender offer for
150
million of CVS/Caremark's outstanding shares will commence approximately
five
business days after the closing. The special cash dividend of $7.50 per share
will be payable at or promptly after closing of the merger to Caremark
shareholders of record as of the close of business on the day immediately
preceding the closing date.
About
CVS
CVS
is
America's largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of Columbia. With
more
than 40 years of dynamic growth in the retail pharmacy industry, CVS is
committed to being the easiest pharmacy retailer for customers to use. CVS
innovatively serves the healthcare needs of all customers through its
CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-based health
clinic subsidiary, MinuteClinic; and its pharmacy benefit management, mail
order
and specialty pharmacy subsidiary, PharmaCare. General information about
CVS is
available through the Investor Relations portion of the Company's website,
at
http://investor.cvs.com, as well as through the pressroom portion of the
Company's website, at www.cvs.com/pressroom.
Certain
Information Regarding the Tender Offer After Closing of the
Merger
The
information in this press release describing CVS' planned tender offer following
closing of the CVS/Caremark merger is for informational purposes only and
does
not constitute an offer to buy or the solicitation of an offer to sell shares
of
CVS/Caremark's common stock in the tender offer. The tender offer will be
made
only pursuant to the Offer to Purchase and the related materials
that
CVS/Caremark
will distribute to its shareholders and only if the CVS/Caremark merger is
consummated. Shareholders should read the Offer to Purchase and the related
materials carefully because they contain important information, including
the
various terms and conditions of the tender offer. Subsequent to the closing
of
the CVS/Caremark merger, shareholders of CVS/Caremark will be able to obtain
a
free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase
and other documents that CVS/Caremark will be filing with the Securities
and
Exchange Commission from the Commission's website at www.sec.gov. Shareholders
may also obtain a copy of these documents, without charge, from Morrow &
Co., Inc., the information agent for the tender offer, toll free at 1 (800)
245-1502 when these documents become available. Shareholders are urged to
carefully read these materials prior to making any decision with respect
to the
tender offer. Shareholders and investors who have questions or need assistance
may call Morrow & Co., Inc., the information agent for the tender offer,
toll free at 1 (800) 245-1502.
Cautionary
Statement Regarding Forward-Looking Statements
This
document contains certain forward-looking statements about CVS and Caremark.
When used in this document, the words "anticipates", "may", "can", "believes",
"expects", "projects", "intends", "likely", "will", "to be" and any similar
expressions and any other statements that are not historical facts, in each
case
as they relate to CVS or Caremark or to the combined company, the management
of
either such company or the combined company or the transaction are intended
to
identify those assertions as forward-looking statements. In making any of
those
statements, the person making them believes that its expectations are based
on
reasonable assumptions. However, any such statement may be influenced by
factors
that could cause actual outcomes and results to be materially different from
those projected or anticipated. These forward-looking statements, including,
without limitation, statements relating to anticipated accretion, return
on
equity, cost synergies, incremental revenues and new products and offerings,
are
subject to numerous risks and uncertainties. There are various important
factors
that could cause actual results to differ materially from those in any such
forward-looking statements, many of which are beyond the control of CVS and
Caremark, including macroeconomic condition and general industry conditions
such
as the competitive environment for retail pharmacy and pharmacy benefit
management companies, regulatory and litigation matters and risks, legislative
developments, changes in tax and other laws and the effect of changes in
general
economic conditions, the risk that a condition to closing of the transaction
may
not be satisfied, the risk that a regulatory approval that may be required
for
the transaction is not obtained or is obtained subject to conditions that
are
not anticipated and other risks to consummation of the transaction. The actual
results or performance by CVS or Caremark or the combined company, and issues
relating to the transaction, could differ materially from those expressed
in, or
implied by, any forward-looking statements relating to those matters.
Accordingly, no assurances can be given that any of the events anticipated
by
the forward-
looking
statements will transpire or occur, or if any of them do so, what impact
they
will have on the results of operations or financial condition of CVS or
Caremark, the combined company or the transaction.
Important
Information for Investors and Stockholders
A
Registration Statement on Form S-4, containing a joint proxy statement and
prospectus relating to the proposed merger of Caremark and CVS, was declared
effective by the Securities and Exchange Commission on January 19, 2007.
CVS and
Caremark urge investors and shareholders to read the joint proxy
statement/prospectus and any other relevant documents filed by either party
with
the SEC because they will contain important information.
Investors
and shareholders may obtain the joint proxy statement / prospectus and other
documents filed with the SEC free of charge at the website maintained by
the SEC
at www.sec.gov. In addition, documents filed with the SEC by CVS will be
available free of charge on the investor relations portion of the CVS website
at
http://investor.cvs.com. Documents filed with the SEC by Caremark will be
available free of charge on the investor relations portion of the Caremark
website at www.caremark.com.
CVS
and
certain of its directors and executive officers are participants in the
solicitation of proxies from the shareholders of CVS in connection with the
merger. A description of the interests of CVS's directors and executive officers
in CVS is set forth in the proxy statement for CVS's 2006 annual meeting
of
shareholders, which was filed with the SEC on March 24, 2006 and in the joint
proxy statement/prospectus referred to above. Caremark, and certain of its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the merger.
A
description of the interests of Caremark's directors and executive officers
in
Caremark is set forth in the proxy statement for Caremark's 2006 annual meeting
of shareholders, which was filed with the SEC on April 7, 2006 and in the
joint
proxy statement/prospectus referred to above.
CONTACT:
CVS Investors: Nancy Christal, 914-722-4704 Media: Eileen Howard Dunn,
401-770-4561