WOONSOCKET – CVS Corp. (NYSE: CVS) and Nashville, Tenn.-based Caremark Rx, Inc. (NYSE: CMX) today announced that their Registration Statement on Form S-4, relating to the companies’ proposed merger, has been declared effective by the U.S. Securities and Exchange Commission.
Accordingly, the companies said, they will immediately commence the mailing of a definitive joint proxy statement to Caremark shareholders of record as of the close of business on Jan. 15, and to CVS shareholders of record as of the close of business on Jan. 19.
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Caremark will hold a special shareholders’ meeting to approve the proposed merger on Feb, 20, at 8:30 a.m. Central Time, at the Hilton Nashville Downtown, 121 Fourth Avenue South, Nashville.
CVS will hold its special shareholders’ meeting on Feb. 23, at 11 a.m., at its corporate headquarters, One CVS Drive, Woonsocket.
“We are very pleased that we have received clearance from the SEC to move forward with our shareholder vote next month. We remain on track to close our merger with Caremark by the end of February,” said Tom Ryan, chairman, president and CEO of CVS. “The combination of CVS and Caremark will create the services and solutions customers and consumers have been asking for and offer a better way to deliver pharmaceutical services and reduce healthcare costs in what is an increasingly complex healthcare system. We believe this will translate into greater value for shareholders of both companies.”
Mac Crawford, chairman, president and CEO of Caremark added: “We look forward to our respective shareholder meetings and to closing our strategic merger of equals with CVS.”
MERGER TIMELINE
Nov. 1, 2006: Caremark and CVS execute a merger agreement which provides for the combination of the two companies in a transaction structured as a merger of equals.
Dec. 20, 2006: The initial waiting period for the CVS/Caremark merger, as required by the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, expires without a Request for Additional Information from the U.S. Federal Trade Commission.
Jan. 16, 2007: Caremark and CVS jointly announce that they have enhanced the value of the proposed merger for shareholders of both companies. Caremark shareholders are to receive a special one-time cash dividend of $2 per share upon closing of the transaction. In addition, promptly following closing, the combined company will retire 150 million or about 10 percent of its outstanding shares through an accelerated share repurchase program. The share retirement is expected to enable the combined company to achieve double-digit cents-per-share accretion and significantly increase the combined company’s return on equity in 2008. The original terms of the CVS/Caremark merger agreement remain unchanged.
Jan. 19, 2007: The Registration Statement on Form S-4 relating to the proposed merger of Caremark and CVS is declared effective by the SEC. The Registration Statement includes a joint proxy statement/prospectus that will be sent to the shareholders of both companies. Each company will immediately commence mailing of the joint proxy statement/prospectus to its shareholders.
Feb. 20, 2007: Caremark shareholders, at a special meeting in Nashville, will vote on whether to approve the merger.
Feb. 23, 2007: CVS shareholders, at a special meeting at the company’s corporate headquarters in Woonsocket, will vote on whether to approve the merger.
SHAREHOLDER INFO:
Caremark shareholders with questions about the merger, or who need assistance in voting their shares, may call the company’s proxy solicitor, Innisfree M&A Inc., toll-free at (877) 750-9498. Banks and brokers may call collect at (212) 750-5833.
CVS shareholders with questions about the merger, or who need assistance in voting their shares may call the company’s proxy solicitor, Morrow & Co. Inc., toll-free at (800) 245-1502.
