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
Corporation and Caremark Rx Provide Update on Closing of Merger
WOONSOCKET,
R.I. & NASHVILLE, Tenn.--March 20, 2007--CVS Corporation (NYSE:CVS) and
Caremark Rx, Inc. (NYSE:CMX) today issued the following update regarding the
closing date for the CVS/Caremark merger:
“We
have
been advised by the independent inspector of election that the preliminary
results of the Caremark shareholder vote certification are likely to be
available Wednesday, March 21st, or Thursday, March 22nd. Therefore, the closing
of the CVS/Caremark merger is now expected to occur by late this week or early
next week.”
As
announced on March 16, 2007, a substantial majority of Caremark’s shareholders
approved the merger with CVS. CVS shareholders approved the merger with Caremark
on March 15, 2007.
About
CVS Corporation
CVS
Corporation (NYSE: 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.
About
Caremark
Caremark
is a leading pharmaceutical services company, providing through its affiliates
comprehensive drug benefit services to over 2,000 health plan sponsors and
their
plan participants throughout the U.S. The company’s clients include corporate
health plans, managed care organizations, insurance companies, unions,
government agencies and other funded benefit plans. In addition, Caremark is
a
national provider of drug benefits to eligible beneficiaries under the Medicare
Part D program. The company operates a national retail pharmacy network with
over 60,000 participating pharmacies, seven mail service pharmacies, the
industry’s only FDA-regulated repackaging plant and 21 licensed specialty
pharmacies for delivery of advanced medications to individuals with chronic
or
genetic diseases and disorders.
Additional
information about Caremark is available at www.caremark.com and at
www.cvscaremarkmerger.com.
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 Investor Inquiries: Nancy Christal, 914-722-4704 or Caremark Investor
Inquiries: Craig Hartman, 615-743-6653 or CVS Media Inquiries: Eileen Howard
Dunn, 401-770-4631 or Caremark Media Inquiries: Sard Verbinnen & Co George
Sard/Brandy Bergman/Jeffrey Mathews, 212-687-8080