CVS Shareholders Vote to Approve Transformative Merger of Equals with Caremark

  
    
  
  
    
      CVS Corporation (NYSE: CVS) said its shareholders have voted to approve 
      the company’s merger with Caremark Rx, Inc. 
      (NYSE: CMX) at the special shareholder meeting held earlier today. 
      Caremark shareholders are scheduled to vote on the transaction on March 
      16.
    
    
      “We are extremely pleased our shareholders 
      strongly supported our proposed merger with Caremark today,” 
      said Tom Ryan, CVS Chairman, President and CEO. “This 
      landmark combination will uniquely position CVS/Caremark to deliver new 
      products and services that will make a meaningful difference for both 
      employers seeking to control costs and consumers seeking greater access 
      and choice as they look to stretch their healthcare dollar further. We 
      look forward to Caremark shareholders approving the transaction tomorrow 
      and getting to work on delivering the significant financial and 
      strategic benefits that only this deal can provide.”
    
    
      About CVS
    
    
      CVS is America's largest retail pharmacy, operating approximately 6,200 
      retail and specialty pharmacy stores in 43 states and the District of 
      Columbia. With more than 40 years of dynamic growth in the retail 
      pharmacy industry, CVS is committed to being the easiest pharmacy 
      retailer for customers to use. CVS innovatively serves the healthcare 
      needs of all customers through its CVS/pharmacy stores; its online 
      pharmacy, CVS.com; its retail-based health clinic subsidiary, 
      MinuteClinic; and its pharmacy benefit management, mail order and 
      specialty pharmacy subsidiary, PharmaCare. General information about CVS 
      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 and only if the 
      CVS/Caremark merger is consummated. 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 closing of the CVS/Caremark merger, 
      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 risk that a 
      condition to closing of the transaction may not be satisfied, the risk 
      that a regulatory approval that may be required for the transaction is 
      not obtained or is obtained subject to conditions that are not 
      anticipated and other risks to consummation of the transaction. 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.
    
    
      Important Information for Investors and Stockholders
    
    
      A Registration Statement on Form S-4, containing a joint proxy statement 
      and prospectus relating to the proposed merger of Caremark and CVS, was 
      declared effective by the Securities and Exchange Commission on January 
      19, 2007. CVS and Caremark urge investors and shareholders to read the 
      joint proxy statement/prospectus and any other relevant documents filed 
      by either party with the SEC because they will contain important 
      information.
    
    
      Investors and shareholders may obtain the joint proxy statement / 
      prospectus and other documents filed with the SEC free of charge at the 
      website maintained by the SEC at www.sec.gov. 
      In addition, documents filed with the SEC by CVS will be available free 
      of charge on the investor relations portion of the CVS website at http://investor.cvs.com. 
      Documents filed with the SEC by Caremark will be available free of 
      charge on the investor relations portion of the Caremark website at www.caremark.com.
    
    
      CVS and certain of its directors and executive officers are participants 
      in the solicitation of proxies from the shareholders of CVS in 
      connection with the merger. A description of the interests of CVS’s 
      directors and executive officers in CVS is set forth in the proxy 
      statement for CVS’s 2006 annual meeting of 
      shareholders, which was filed with the SEC on March 24, 2006 and in the 
      joint proxy statement/prospectus referred to above. Caremark, and 
      certain of its directors and executive officers may be deemed to be 
      participants in the solicitation of proxies from its shareholders in 
      connection with the merger. A description of the interests of Caremark’s 
      directors and executive officers in Caremark is set forth in the proxy 
      statement for Caremark’s 2006 annual meeting 
      of shareholders, which was filed with the SEC on April 7, 2006 and in 
      the joint proxy statement/prospectus referred to above.