CVS/Caremark Merger Closes, Creating the Nation's Leading Pharmacy Services Company

  
    
  
  
    
      CVS Corporation and Caremark Rx, Inc. today announced that they have 
      formally closed their transformative merger of equals, creating the 
      nation’s premier integrated pharmacy services 
      provider. The combined company, renamed CVS/Caremark Corporation (NYSE: 
      CVS), unifies the nation’s largest pharmacy 
      chain with a leading pharmaceutical services company, creating the 
      opportunity to deliver unique products and services that will help 
      manage costs for employers and improve access and choice for consumers.
    
    
      “Today’s close of 
      our landmark merger will enable us to begin delivering substantial 
      benefits to shareholders, customers and employees,” 
      said Tom Ryan, CVS/Caremark’s President and 
      Chief Executive Officer. “CVS/Caremark will 
      offer end-to-end services, from plan design to prescription fulfillment, 
      as well as the opportunity to improve clinical outcomes, which will 
      result in better control over healthcare costs for employers and plan 
      providers. The company will improve the delivery of pharmacy services 
      and healthcare decision making, enabling consumers to benefit from 
      unparalleled access, greater convenience and more choice. We look 
      forward to capitalizing on the tremendous opportunity ahead of us to 
      improve the delivery of pharmacy services.”
    
    
      “After months of planning, we are excited to 
      realize our shared vision of creating the premier provider of pharmacy 
      services in the nation,” said Mac Crawford, 
      Chairman of CVS/Caremark. “Together we will 
      deliver unique products and services that are responsive to the needs of 
      employers, health plans and consumers, and do it in more convenient and 
      flexible ways that allows consumers to take more control of their 
      healthcare needs.”
    
    
      In light of the closing, CVS/Caremark will commence a cash tender offer 
      in approximately five business days for 150 million, or about 10 
      percent, of its outstanding shares at a fixed price of $35 per share.
    
    
      The combined company will trade on the New York Stock Exchange under the 
      symbol “CVS.” 
      Effective today, trading in Caremark stock (NYSE: CMX) has been 
      discontinued.
    
    
      About CVS/Caremark
    
    
      CVS/Caremark is the nation's premier integrated pharmacy services 
      provider, combining one of the nation's leading pharmaceutical services 
      companies with the country’s largest pharmacy 
      chain. The company fills or manages more than one billion prescriptions 
      per year, more than any other pharmacy services provider. CVS/Caremark 
      drives value for pharmacy services customers by effectively managing 
      pharmaceutical costs and improving healthcare outcomes through its 6,200 
      CVS/pharmacy stores; its pharmacy benefit management, mail order and 
      specialty pharmacy division, Caremark Pharmacy Services; its 
      retail-based health clinic subsidiary, MinuteClinic; and its online 
      pharmacy, CVS.com. General information about CVS/Caremark is available 
      through the Investor Relations portion of the Company's website, at http://investor.cvs.com, 
      as well as through the pressroom portion of the Company's website, at www.cvs.com/pressroom.
    
    
      Certain Information Regarding the Tender Offer After Closing of the 
      Merger
    
    
      The information in this press release describing CVS’ 
      planned tender offer following closing of the CVS/Caremark merger is for 
      informational purposes only and does not constitute an offer to buy or 
      the solicitation of an offer to sell shares of CVS/Caremark’s 
      common stock in the tender offer. The tender offer will be made only 
      pursuant to the Offer to Purchase and the related materials that 
      CVS/Caremark will distribute to its shareholders. Shareholders should 
      read the Offer to Purchase and the related materials carefully because 
      they contain important information, including the various terms and 
      conditions of the tender offer. Subsequent to the commencement of the 
      tender offer, shareholders of CVS/Caremark will be able to obtain a free 
      copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase 
      and other documents that CVS/Caremark will be filing with the Securities 
      and Exchange Commission from the Commission’s 
      website at www.sec.gov. Shareholders 
      may also obtain a copy of these documents, without charge, from Morrow & 
      Co., Inc., the information agent for the tender offer, toll free at 1 
      [phone] when these documents become available. Shareholders are 
      urged to carefully read these materials prior to making any decision 
      with respect to the tender offer. Shareholders and investors who have 
      questions or need assistance may call Morrow & Co., Inc., the 
      information agent for the tender offer, toll free at 1 [phone].
    
    
      Cautionary Statement Regarding Forward-Looking Statements
    
    
      This document contains certain forward-looking statements about CVS and 
      Caremark. When used in this document, the words "anticipates", "may", 
      "can", "believes", "expects", "projects", "intends", "likely", "will", 
      "to be" and any similar expressions and any other statements that are 
      not historical facts, in each case as they relate to CVS or Caremark or 
      to the combined company, the management of either such company or the 
      combined company or the transaction are intended to identify those 
      assertions as forward-looking statements. In making any of those 
      statements, the person making them believes that its expectations are 
      based on reasonable assumptions. However, any such statement may be 
      influenced by factors that could cause actual outcomes and results to be 
      materially different from those projected or anticipated. These 
      forward-looking statements, including, without limitation, statements 
      relating to anticipated accretion, return on equity, cost synergies, 
      incremental revenues and new products and offerings, are subject to 
      numerous risks and uncertainties. There are various important factors 
      that could cause actual results to differ materially from those in any 
      such forward-looking statements, many of which are beyond the control of 
      CVS and Caremark, including macroeconomic condition and general industry 
      conditions such as the competitive environment for retail pharmacy and 
      pharmacy benefit management companies, regulatory and litigation matters 
      and risks, legislative developments, changes in tax and other laws and 
      the effect of changes in general economic conditions. The actual results 
      or performance by CVS or Caremark or the combined company, and issues 
      relating to the transaction, could differ materially from those 
      expressed in, or implied by, any forward-looking statements relating to 
      those matters. Accordingly, no assurances can be given that any of the 
      events anticipated by the forward-looking statements will transpire or 
      occur, or if any of them do so, what impact they will have on the 
      results of operations or financial condition of CVS or Caremark, the 
      combined company or the transaction.