Unassociated Document
Filed
by
CVS Corporation
pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: Caremark Rx, Inc.
Commission
File No.: 001-14200
CVS
Reiterates Risks Inherent in Express Scripts ''Offer''
WOONSOCKET,
R.I. -- March 15, 2007--CVS Corporation (NYSE: CVS) today issued the following
statement:
CVS'
best
and final offer is by far the best option available to Caremark (NYSE:CMX)
shareholders. In stark contrast, Express Scripts' (NASDAQ:ESRX) illusory offer
is so conditional that should the CVS/Caremark deal be voted down, the Express
Scripts transaction would likely still never close and Caremark shareholders
would be left alone at the altar, the owners of a damaged company, having missed
the entire 2007 selling season and suffered significant client
losses.
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:
Investor Inquiries: Nancy Christal, 914-722-4704 OR Media Inquiries: Eileen
Howard Dunn, 401-770-4561