Caremark Rx, Inc. Commences Tender Offer and Consent Solicitation for 8 1/2% Senior Notes Due 2008 of AdvancePCS.

Business Editors

NASHVILLE, Tenn.--(BUSINESS WIRE)--Feb. 18, 2004

Caremark Rx, Inc. announced today that it, through its wholly owned subsidiary, Cougar Merger Corporation, is commencing a tender offer to purchase for cash any and all of the outstanding 8 1/2% Senior Notes due 2008 of AdvancePCS (CUSIP No. 00790K AB 5, ISIN US00790KAB52, Common Code 012977158). The purchase price to be paid for tendered Notes will be based on the present value of the redemption price of $1,042.50 per $1,000 principal amount of Notes on April 1, 2005, the first date on which the Notes are redeemable, discounted at a rate equal to 50 basis points over the yield on the 1.625% U.S. Treasury Note due March 31, 2005, less a consent payment of $20.00 per $1,000 principal amount of Notes.

In conjunction with the tender offer, Caremark, through Cougar Merger Corporation, is also soliciting consents to eliminate most of the restrictive covenants from the indenture under which the Notes were issued. Holders who tender Notes are required to consent to the proposed amendments to the indenture. The $20.00 consent payment will be paid only to holders who properly tender and do not withdraw Notes on or prior to 5:00 p.m., New York City time on March 2, 2004, unless extended (the "Consent Payment Date").

The tender offer and consent solicitation are being made in connection with a previously-announced merger transaction whereby Caremark has agreed to acquire AdvancePCS through the merger of AdvancePCS with and into Cougar Merger Corporation, with AdvancePCS surviving the merger and becoming a wholly owned subsidiary of Caremark. The tender offer and consent solicitation are conditioned upon, among other things, the consummation of this merger.

The offer will expire at 9:00 a.m., New York City time, on March 17, 2004 unless extended or earlier terminated. Notes tendered prior to the Consent Payment Date may be withdrawn and related consents may be revoked at any time prior to 5:00 p.m., New York City time on the Consent Payment Date. Notes tendered after the Consent Payment Date may not be withdrawn. The Company expects to pay for any Notes purchased pursuant to the tender offer and consent solicitation in same-day funds on a date promptly following expiration of the tender offer and consent solicitation, subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement dated February 18, 2004 and the accompanying transmittal documents.

The tender offer and consent solicitation are being made solely on the terms and conditions set forth in the offer to purchase and consent solicitation statement and the accompanying transmittal documents. For additional information regarding the tender offer and consent solicitation, reference should be made to the offer to purchase and consent solicitation statement and the related transmittal documents. UBS Investment Bank will act as dealer manager for the tender offer and consent solicitation. Georgeson Shareholder Communications Inc. will act as information agent.

Holders of the Notes with questions regarding the tender offer and consent solicitation may contact the Liability Management Group at UBS Investment Bank, [phone] (collect) or [phone] x 4210 (toll-free). Requests for copies of the offer to purchase and consent solicitation statement and the related transmittal documents should be directed to Georgeson Shareholder Communications Inc., [phone] (collect) or [phone] (toll-free).

About Caremark Rx, Inc.

Caremark Rx, Inc. is a leading pharmaceutical services company, providing comprehensive drug benefit services through its affiliate Caremark Inc. to over 1,200 health plan sponsors and their participants throughout the U.S. Caremark's clients include corporate health plans, managed care organizations, insurance companies, unions, government agencies and other funded benefit plans. The company operates a national retail pharmacy network with over 55,000 participating pharmacies, four state-of-the-art mail service pharmacies, the industry's only FDA-regulated repackaging plant and nineteen specialty distribution mail service pharmacies for delivery of advanced medications to individuals with chronic or genetic diseases and disorders.

Safe Harbor Statement

This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of management. There are a number of risks and uncertainties that could cause actual results to differ materially from the expectations of management. You are encouraged to consult the filings which Caremark Rx, Inc. makes with the Securities and Exchange Commission under both the Securities Act of 1933 and the Securities Exchange Act of 1934 for more information concerning such risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.

Additional information about Caremark Rx is available on the World Wide Web at www.caremarkrx.com.