Longs Drug Stores (NYSE:LDG)
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CVS Caremark Corporation (NYSE: CVS) announced today that it has
extended the expiration for its tender offer to purchase all of the
outstanding common stock of Longs Drug Stores Corporation (NYSE: LDG),
at a price of $71.50 per share in cash, until 9:00 p.m., New York City
time, on Thursday, October 16, 2008. All other terms and conditions of
the tender offer remain unchanged.
As of midnight on October 15, 2008 (the date on which the tender
offer was scheduled to expire), approximately 23,895,286 shares have
been tendered and not withdrawn pursuant to the tender offer,
including 4,778,578 shares guaranteed to be delivered within the next
three New York Stock Exchange trading days. The shares tendered and
not withdrawn represent approximately 65.88% of the outstanding
shares, including the shares guaranteed to be delivered, which
represent approximately 13.18% of the outstanding shares.
Tom Ryan, Chairman, President and CEO of CVS Caremark said, "As we
previously stated, CVS Caremark's offer of $71.50 per share is our
best and final offer. It has cleared all regulatory hurdles, is fully
financed and ready to close. We look forward to completing our merger
with Longs and welcoming our Longs colleagues to the CVS Caremark
family."
About CVS Caremark
CVS Caremark is the largest provider of prescriptions in the
nation. The Company fills or manages more than 1 billion prescriptions
annually. Through its unmatched breadth of service offerings, CVS
Caremark is transforming the delivery of health care services in the
U.S. The Company is uniquely positioned to effectively manage costs
and improve health care outcomes through its more than 6,300
CVS/pharmacy stores; its Caremark Pharmacy Services division (pharmacy
benefit management, mail order and specialty pharmacy); its
retail-based health clinic subsidiary, MinuteClinic; and its online
pharmacy, CVS.com. General information about CVS Caremark is available
through the Investor Relations section of the Company's Web site, at
www.cvscaremark.com/investors, as well as through the press room
section of the Company's Web site, at www.cvscaremark.com/newsroom.
Forward-looking statements
This announcement contains certain forward-looking statements.
These forward-looking statements may be identified by words such as
'believes', 'expects', 'anticipates', 'projects', 'intends', 'should',
'seeks', 'estimates', 'future' or similar expressions or by discussion
of, among other things, strategy, goals, plans or intentions. Various
factors may cause actual results to differ materially in the future
from those reflected in forward-looking statements contained in this
announcement, among others: (1) macroeconomic conditions and general
industry conditions such as the competitive environment for retail
pharmacy and pharmacy benefit management companies; (2) regulatory and
litigation matters and risks; (3) legislative developments; (4)
changes in tax and other laws and the effect of changes in general
economic conditions; (5) the risk that a condition to closing of the
transaction may not be satisfied; and (6) other risks to consummation
of the transaction.
Additional Information and Where to Find it
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
Longs' common stock. The tender offer is being made pursuant to a
tender offer statement on Schedule TO (including the offer to
purchase, letter of transmittal and other related tender offer
materials) filed by CVS Caremark with the Securities and Exchange
Commission (SEC) on August 18, 2008. Longs filed a
solicitation/recommendation statement with respect to the tender offer
on Schedule 14D-9 on August 18, 2008. These materials, as they may be
amended from time to time, contain important information, including
the terms and conditions of the offer and Longs' Board of Directors
recommendation of the tender offer, that should be read carefully
before any decision is made with respect to the tender offer.
Investors and stockholders can obtain a free copy of these materials
and other documents filed by CVS Caremark or Longs with the SEC at the
website maintained by the SEC at www.sec.gov. The tender offer
materials may also be obtained for free by contacting the information
agent for the tender offer, Morrow & Co., at (203) 658-9400 or (877)
366-1576 (toll-free). The solicitation/recommendation statement and
related materials may also be obtained for free by contacting (925)
979-3979.
CVS Caremark Corporation (NYSE: CVS) announced today that it has
extended the expiration for its tender offer to purchase all of the
outstanding common stock of Longs Drug Stores Corporation (NYSE: LDG),
at a price of $71.50 per share in cash, until 9:00 p.m., New York City
time, on Thursday, October 16, 2008. All other terms and conditions of
the tender offer remain unchanged.
As of midnight on October 15, 2008 (the date on which the tender offer
was scheduled to expire), approximately 23,895,286 shares have been
tendered and not withdrawn pursuant to the tender offer, including
4,778,578 shares guaranteed to be delivered within the next three New
York Stock Exchange trading days. The shares tendered and not withdrawn
represent approximately 65.88% of the outstanding shares, including the
shares guaranteed to be delivered, which represent approximately 13.18%
of the outstanding shares.
Tom Ryan, Chairman, President and CEO of CVS Caremark said, “As
we previously stated, CVS Caremark’s offer of
$71.50 per share is our best and final offer. It has cleared all
regulatory hurdles, is fully financed and ready to close. We look
forward to completing our merger with Longs and welcoming our Longs
colleagues to the CVS Caremark family.”
About CVS Caremark
CVS Caremark is the largest provider of prescriptions in the nation. The
Company fills or manages more than 1 billion prescriptions annually.
Through its unmatched breadth of service offerings, CVS Caremark is
transforming the delivery of health care services in the U.S. The
Company is uniquely positioned to effectively manage costs and improve
health care outcomes through its more than 6,300 CVS/pharmacy stores;
its Caremark Pharmacy Services division (pharmacy benefit management,
mail order and specialty pharmacy); its retail-based health clinic
subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General
information about CVS Caremark is available through the Investor
Relations section of the Company’s Web site,
at www.cvscaremark.com/investors,
as well as through the press room section of the Company's Web site, at www.cvscaremark.com/newsroom.
Forward-looking statements
This announcement contains certain forward-looking statements. These
forward-looking statements may be identified by words such as ‘believes’,
‘expects’, ‘anticipates’,
‘projects’, ‘intends’,
‘should’, ‘seeks’,
‘estimates’, ‘future’
or similar expressions or by discussion of, among other things,
strategy, goals, plans or intentions. Various factors may cause actual
results to differ materially in the future from those reflected in
forward-looking statements contained in this announcement, among others:
(1) macroeconomic conditions and general industry conditions such as the
competitive environment for retail pharmacy and pharmacy benefit
management companies; (2) regulatory and litigation matters and risks;
(3) legislative developments; (4) changes in tax and other laws and the
effect of changes in general economic conditions; (5) the risk that a
condition to closing of the transaction may not be satisfied; and (6)
other risks to consummation of the transaction.
Additional Information and Where to Find it
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
Longs' common stock. The tender offer is being made pursuant to a tender
offer statement on Schedule TO (including the offer to purchase, letter
of transmittal and other related tender offer materials) filed by CVS
Caremark with the Securities and Exchange Commission (SEC) on August 18,
2008. Longs filed a solicitation/recommendation statement with respect
to the tender offer on Schedule 14D-9 on August 18, 2008. These
materials, as they may be amended from time to time, contain important
information, including the terms and conditions of the offer and Longs'
Board of Directors recommendation of the tender offer, that should be
read carefully before any decision is made with respect to the tender
offer. Investors and stockholders can obtain a free copy of these
materials and other documents filed by CVS Caremark or Longs with the
SEC at the website maintained by the SEC at www.sec.gov.
The tender offer materials may also be obtained for free by contacting
the information agent for the tender offer, Morrow & Co., at (203)
658-9400 or (877) 366-1576 (toll-free). The solicitation/recommendation
statement and related materials may also be obtained for free by
contacting (925) 979-3979.