Caremark Rx, Inc. and AdvancePCS Announce Date of Stockholders' Meetings to Vote on Merger.Business Editors/Health/Medical Writers NASHVILLE, Tenn. & IRVING, Texas--(BUSINESS WIRE)--Feb. 13, 2004 Caremark Rx  The introduction to this article may be too long. Please help improve the introduction by moving some material from it into the body of the article according to the suggestions at , Inc. (NYSE NYSESee: 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 ) and AdvancePCS (Nasdaq:ADVP) today announced that each company will hold separate meetings of its stockholders on March 22, 2004, at which time AdvancePCS's stockholders will vote, among other things, to approve the merger between Caremark and AdvancePCS, and Caremark stockholders will vote, among other things, to approve the issuance of shares of Caremark common stock to AdvancePCS stockholders in the merger. Assuming stockholder approvals and the satisfaction of other customary closing conditions, the proposed merger is anticipated to close as soon as practicable practicable adj. when something can be done or performed. after the meetings. On February 13, 2004, the registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the issuance of Caremark Rx, Inc. common stock in the merger transaction was declared effective by the Securities and Exchange Commission. Proxy statements 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. for the respective stockholders' meetings are expected to be mailed on or about February 17, 2004 to all stockholders of Caremark Rx, Inc. and AdvancePCS as of February 5, 2004, the record date for each company. On September 2, 2003, Caremark Rx and AdvancePCS announced the signing of a definitive merger agreement. Under the terms of the definitive agreement, Caremark Rx will acquire 100 percent of AdvancePCS's outstanding stock. AdvancePCS stockholders will receive value equivalent to 2.15 shares of Caremark Rx stock for each AdvancePCS share, to be paid in Caremark Rx stock (90 percent) and cash (10 percent). Following the transaction, Caremark Rx shareholders will own approximately 58 percent of the combined company and AdvancePCS stockholders will own approximately 42 percent of the combined company on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. 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. About AdvancePCS AdvancePCS (www.advancepcs.com) is the nation's leading provider of health improvement services. AdvancePCS offers health plans a wide range of health improvement products and services designed to improve the quality of care delivered to health plan members and manage costs. The company's capabilities include integrated mail service and retail pharmacy networks, innovative clinical services, customized disease management programs, specialty pharmacy, outcomes research, information management, prescription drug prescription drug Prescription medication Pharmacology An FDA-approved drug which must, by federal law or regulation, be dispensed only pursuant to a prescription–eg, finished dose form and active ingredients subject to the provisos of the Federal Food, Drug, services for the uninsured and online health information for consumers. AdvancePCS clients include Blue Cross and Blue Shield Blue Shield A US not-for-profit health care insurer that is a reimbursement intermediary for physicians. Cf Blue Cross. organizations, insurance companies and HMOs, Fortune 500 employers, Taft-Hartley groups, third-party administrators, state and local governments, and other health plan sponsors. AdvancePCS is listed as both a Fortune 500 and a Fortune 500 Global company. AdvancePCS is ranked by Fortune magazine as one of America's 100 fastest-growing public companies and is included on the Forbes Platinum 400 list of best big companies. AdvancePCS earned the No. 3 spot on the Barron's 500 list of best performing companies. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This press release contains statements that constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " 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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on the current expectations of management of both companies. 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 each of Caremark Rx, Inc. and AdvancePCS make with the Securities and Exchange Commission 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 http://www.caremark.com. Additional information about AdvancePCS is available on the World Wide Web at http://www.advancepcs.com. |
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