ISS Recommends Caremark Stockholders Vote Against Acquisition by CVS

Four Proxy Advisory Firms Recommend Caremark Stockholders Vote Against CVS Transaction 


ST. LOUIS, Feb. 12  /PRNewswire-FirstCall/ -- Express Scripts, Inc. (NASDAQ:ESRX) today announced that Institutional Shareholder Services (ISS), a leading independent voting advisory service, recommends that its clients vote AGAINST the proposed acquisition of Caremark Rx, Inc., (NYSE:CMX) by CVS Corporation (NYSE:CVS) at Caremark's special meeting of stockholders on February 20, 2007.  ISS' analyses are relied upon by hundreds of major institutional investment funds, mutual funds, pension plans and other fiduciaries.

  In its M&A Insight Analysis, ISS stated*:

    "Based on the risky strategic rationale, the nil-premium offer price,
     the initial poor market reaction, and the change-in-control benefits to
     insiders, we cannot fathom why the CMX board did not ... commence non-
     binding negotiations with ESRX after it had submitted its unsolicited
     offer."

    " ... we conclude that the alternative ESRX proposal could potentially
     lead to a 'superior proposal' that may provide better value for CMX
     shareholders.  Given the deal was initially struck at a nil-premium,
     there is limited downside for CMX shareholders if the CVS deal does not
     go through."

    "Shareholders can hardly be blamed for being somewhat skeptical [about
     the CVS-CMX transaction]."

    "Historically, mergers of PBMs appear to have a positive track record."



The Company noted that in addition to ISS, three other leading proxy advisory firms, CtW Investment Group, Glass Lewis & Co. and Egan-Jones, have all recommended that Caremark stockholders vote AGAINST the CVS transaction.

George Paz, president, chief executive officer and chairman of Express Scripts, stated, "We are pleased ISS has recommended that Caremark stockholders vote AGAINST the acquisition of Caremark by CVS. All four proxy advisory firms clearly recognize that Caremark stockholders can realize greater value by rejecting the CVS proposal.  The Express Scripts offer provides superior value and the advantages of an Express Scripts-Caremark combination are strategically and financially compelling.  We are offering Caremark stockholders a superior currency and greater certainty of value than CVS, and we have taken a number of tangible and important steps to consummate a transaction.  We are confident we will deliver superior value to our respective stockholders, plan sponsors and patients."

  In its analysis, CtW stated*:

    "Despite Express Scripts' interest in merging with Caremark, and the
     market's positive reaction to its rival merger proposal, Caremark's
     board has repeatedly rejected Express Scripts' entreaties, and has
     refused to allow Express Scripts to perform due diligence even as it
     has publicly criticized Express Scripts' bid for being contingent upon
     due diligence. As puzzling as the decision to accept the CVS offer was,
     it is even more difficult to understand the Caremark board's steadfast
     allegiance to the CVS agreement..."

    "...in talking with industry experts, we found little consensus
     regarding the merits of a vertical, PBM-pharmacy merger. While the
     benefits of a horizontal combination-such as that proposed by Express
     Scripts-are readily apparent, the benefits of a vertical merger appear
     more speculative."

  In its analysis, Glass Lewis stated*:

    "We recommend that shareholders reject the current transaction with CVS
     ... we believe it is in the best interest of Caremark shareholders to
     vote against the proposed CVS agreement in order to pursue a new
     process that can yield a better combination of short-term value and
     long-term strategic merit."



Express Scripts urges Caremark stockholders to vote AGAINST the CVS transaction by signing, dating and mailing in the GOLD proxy card today.

Caremark stockholders are reminded that their vote is important, and a failure to vote has the same effect as a vote for the acquisition by CVS. Stockholders may be able to vote their shares by telephone or by the Internet, and are advised that if they have any questions or need any assistance in voting their shares, they should contact Express Scripts' proxy advisor, MacKenzie Partners, Inc. Toll-Free at 800-322-2885.

Skadden, Arps, Slate, Meagher & Flom LLP and Arnold & Porter LLP are acting as legal counsel to Express Scripts, and Citigroup Corporate and Investment Banking and Credit Suisse are acting as financial advisors. MacKenzie Partners, Inc. is acting as proxy advisor to Express Scripts.

  *Permission to use quotations was neither sought nor obtained.

  Safe Harbor Statement


This press release contains forward-looking statements, including, but not limited to, statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements include but are not limited to:

  * uncertainties associated with our acquisitions, which include
    integration risks and costs, uncertainties associated with client
    retention and repricing of client contracts, and uncertainties
    associated with the operations of acquired businesses

  * costs and uncertainties of adverse results in litigation, including a
    number of pending class action cases that challenge certain of our
    business practices

  * investigations of certain PBM practices and pharmaceutical pricing,
    marketing and distribution practices currently being conducted by the
    U.S. Attorney offices in Philadelphia and Boston, and by other
    regulatory agencies including the Department of Labor, and various state
    attorneys general

  * changes in average wholesale prices ("AWP"), which could reduce prices
    and margins, including the impact of a proposed settlement in a class
    action case involving First DataBank, an AWP reporting service

  * uncertainties regarding the implementation of the Medicare Part D
    prescription drug benefit, including the financial impact to us to the
    extent that we participate in the program on a risk-bearing basis,
    uncertainties of client or member losses to other providers under
    Medicare Part D, and increased regulatory risk

  * uncertainties associated with U.S. Centers for Medicare & Medicaid's
    ("CMS") implementation of the Medicare Part B Competitive Acquisition
    Program ("CAP"), including the potential loss of clients/revenues to
    providers choosing to participate in the CAP

  * our ability to maintain growth rates, or to control operating or capital
    costs

  * continued pressure on margins resulting from client demands for lower
    prices, enhanced service offerings and/or higher service levels, and the
    possible termination of, or unfavorable modification to, contracts with
    key clients or providers

  * competition in the PBM and specialty pharmacy industries, and our
    ability to consummate contract negotiations with prospective clients, as
    well as competition from new competitors offering services that may in
    whole or in part replace services that we now provide to our customers

  * results in regulatory matters, the adoption of new legislation or
    regulations (including increased costs associated with compliance with
    new laws and regulations), more aggressive enforcement of existing
    legislation or regulations, or a change in the interpretation of
    existing legislation or regulations

  * increased compliance relating to our contracts with the DoD TRICARE
    Management Activity and various state governments and agencies

  * the possible loss, or adverse modification of the terms, of
    relationships with pharmaceutical manufacturers, or changes in pricing,
    discount or other practices of pharmaceutical manufacturers or
    interruption of the supply of any pharmaceutical products

  * the possible loss, or adverse modification of the terms, of contracts
    with pharmacies in our retail pharmacy network

  * the use and protection of the intellectual property we use in our
    business

  * our leverage and debt service obligations, including the effect of
    certain covenants in our borrowing agreements

  * our ability to continue to develop new products, services and delivery
    channels

  * general developments in the health care industry, including the impact
    of increases in health care costs, changes in drug utilization and cost
    patterns and introductions of new drugs

  * increase in credit risk relative to our clients due to adverse economic
    trends

  * our ability to attract and retain qualified personnel

  * other risks described from time to time in our filings with the SEC



Risks and uncertainties relating to the proposed transaction that may impact forward-looking statements include but are not limited to:

  * Express Scripts and Caremark may not enter into any definitive agreement
    with respect to the proposed transaction

  * required regulatory approvals may not be obtained in a timely manner, if
    at all

  * the proposed transaction may not be consummated

  * the anticipated benefits of the proposed transaction may not be realized

  * the integration of Caremark's operations with Express Scripts may be
    materially delayed or may be more costly or difficult than expected

  * the proposed transaction would materially increase leverage and debt
    service obligations, including the effect of certain covenants in any
    new borrowing agreements.



We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Important Information

Express Scripts has filed a proxy statement in connection with Caremark's special meeting of stockholders at which the Caremark stockholders will consider the CVS Merger Agreement and matters in connection therewith. Express Scripts stockholders are strongly advised to read that proxy statement and the accompanying form of GOLD proxy card, as they contain important information. Express Scripts also intends to file a proxy statement in connection with Caremark's annual meeting of stockholders at which the Caremark stockholders will vote on the election of directors to the board of directors of Caremark. Express Scripts stockholders are strongly advised to read this proxy statement and the accompanying proxy card when they become available, as each will contain important information. Stockholders may obtain each proxy statement, proxy card and any amendments or supplements thereto which are or will be filed with the Securities and Exchange Commission ("SEC") free of charge at the SEC's website (http://www.sec.gov/) or by directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at .

In addition, this material is not a substitute for the prospectus/offer to exchange and registration statement that Express Scripts has filed with the SEC regarding its exchange offer for all of the outstanding shares of common stock of Caremark. Investors and security holders are urged to read these documents, all other applicable documents, and any amendments or supplements thereto when they become available, because each contains or will contain important information. Such documents are or will be available free of charge at the SEC's website (http://www.sec.gov/) or by directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at .

Express Scripts and its directors, executive officers and other employees may be deemed to be participants in any solicitation of Express Scripts or Caremark shareholders in connection with the proposed transaction. Information about Express Scripts' directors and executive officers is available in Express Scripts' proxy statement, dated April 18, 2006, filed in connection with its 2006 annual meeting of stockholders. Additional information about the interests of potential participants is included in the proxy statement filed in connection with Caremark's special meeting to approve the proposed merger with CVS and will be included in any proxy statement regarding the proposed transaction. We have also filed additional information regarding our solicitation of stockholders with respect to Caremark's annual meeting on a Schedule 14A pursuant to Rule 14a-12 on January 9, 2007.

About Express Scripts

Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to over 50 million members. Express Scripts serves thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, and union-sponsored benefit plans.

Express Scripts provides integrated PBM services, including network- pharmacy claims processing, home delivery services, benefit-design consultation, drug-utilization review, formulary management, disease management, and medical- and drug-data analysis services. The Company also distributes a full range of injectable and infusion biopharmaceutical products directly to patients or their physicians, and provides extensive cost- management and patient-care services.

Express Scripts is headquartered in St. Louis, Missouri. More information can be found at http://www.express-scripts.com/, which includes expanded investor information and resources.

  Investor Contacts:
  Edward Stiften, Chief Financial Officer
  David Myers, Vice President, Investor Relations
   [phone]

  Steve Balet / Laurie Connell
  MacKenzie Partners, Inc.
  [phone]

  Media Contacts:
  Steve Littlejohn, Vice President, Public Affairs
  [phone]

  Joele Frank / Steve Frankel
  Joele Frank, Wilkinson Brimmer Katcher
  [phone]


DATASOURCE: Express Scripts, Inc.



CONTACT:  Investor Contacts, Edward Stiften, Chief Financial Officer or

David Myers, Vice President, Investor Relations, [phone], both of

Express Scripts, Inc.; or Steve Balet or Laurie Connell, both of MacKenzie

Partners, Inc. for Express Scripts, Inc., [phone]; or Media Contacts,

Steve Littlejohn, Vice President, Public Affairs, of Express Scripts, Inc.,

[phone]; or Joele Frank or Steve Frankel, both of Joele Frank,

Wilkinson Brimmer Katcher for Express Scripts, Inc., [phone]



Web site:  http://www.express-scripts.com/ 

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