Caremark Responds to Express Scripts' Statement.NASHVILLE, Tenn. -- Caremark, Inc. (NYSE NYSE See: New York Stock Exchange : CMX CMX Corel Presentation Exchange (file extension) CMX Cisco Mobile Exchange CMX Cloaca Maxima (sewage system of ancient Rome; Finnish rock band) CMX Crisis Management Exercise ) said today it learned that a subsidiary of Express Scripts Inc. has undertaken efforts to nominate four directors for election at the next annual shareholders meeting of Caremark. Caremark said that this is yet another attempt by Express Scripts to interfere with its merger agreement with CVS (1) (Concurrent Versions System) A version control system for Unix that was initially developed as a series of shell scripts in the mid-1980s. CVS maintains the changes between one source code version and another and stores all the changes in one file. . Any prospective board members who will be considered for election at the next annual shareholders meeting must be nominated in accordance with Caremark's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an . Mac Crawford, Chairman, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Caremark said, "We believe that Express Scripts' latest actions illustrate its desperation to disrupt our merger with CVS due to fear of competition from a combined CVS/Caremark and concern over the truly differentiated and innovative services that we will be able to offer customers as a result of this strategic transaction." "Express Scripts is attempting to pressure Caremark's Board of Directors. The fact is, our Board has already rejected Express Scripts' acquisition proposal and we are moving forward with our planned merger with CVS. We expect to be able to close the CVS/Caremark transaction in the first quarter of 2007," continued Mr. Crawford. On January 7, 2007, Caremark announced that its Board of Directors, after thorough consideration and consultation with its legal and financial advisors, determined that the Express Scripts proposal did not constitute, and was not reasonably likely to lead to, a superior proposal. The Board unanimously concluded that pursuing discussions with Express Scripts was not in the best financial or strategic interests of Caremark and its shareholders. The Board unanimously affirmed its strong commitment to Caremark's pending merger with CVS Corp. Caremark and CVS have received antitrust Antitrust The antitrust laws apply to virtually all industries and to every level of business, including manufacturing, transportation, distribution, and marketing. They prohibit a variety of practices that restrain trade. clearance and expect to close their merger by the end of the first quarter of 2007. The combination is expected to create in excess of $500 million in realizable cost synergies Cost Synergy In the context of mergers, cost synergy is the savings in operating costs expected after two companies, who compliment each other's strengths, join. Notes: The savings in operating costs usually come in the form of laying off employees. . This estimate does not include any potential revenue synergies resulting from the enhanced service Enhanced service is service offered over commercial carrier transmission facilities used in interstate communications, that employs computer processing applications that act on the format, content, code, protocol, or similar aspects of the subscriber's transmitted information; offerings the combined company is expected to be able to offer to employers, plan sponsor and consumers. As a result of having received antitrust clearance, integration planning for a CVS/Caremark merger is underway, assuring achievement of synergies starting in 2007. Caremark and CVS have filed a joint proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the Securities and Exchange Commission and are proceeding forward to a vote on the pending merger at special shareholders meetings to be held in the first quarter of this year. 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 Plan participants Employees or other beneficiaries who are eligible to receive benefits from a company's employee benefit plan. 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 |
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