FDAnews
www.fdanews.com/articles/90532-express-scripts-makes-26-billion-competing-bid-for-caremark

EXPRESS SCRIPTS MAKES $26 BILLION COMPETING BID FOR CAREMARK

December 19, 2006

Moving to cut in on the proposed merger between CVS and Caremark Rx, Express Scripts is proposing to acquire all of the remaining shares of Caremark for about $26 billion, the company announced.

The offer represents a higher asking price for Caremark compared with terms of the CVS-Caremark merger, company President and CEO George Paz said in a letter sent to Caremark Dec. 18.

"Our offer represents a 15 percent premium over the all-stock purchase price to be paid to your stockholders pursuant to the proposed acquisition of Caremark by CVS Corp. based on Friday's closing prices of CVS and our common stock," Paz wrote. The proposed merger, among other changes, would create "a recognized leader in generic utilization and other drug cost management programs," he said.

CVS and Caremark Rx had announced a stock-for-stock "merger of equals" last month, a move they said would combine one of the nation's leading pharmaceutical services companies with the largest retail pharmacy chain.

Caremark's board of directors "will review the proposal submitted by Express Scripts in a manner consistent with its obligations under the CVS merger agreement," the company said.