Longs Drug Stores (NYSE:LDG)
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CVS Caremark Corporation (NYSE: CVS) announced that it successfully
completed the subsequent offering period of its tender offer for all of
the outstanding common stock of Longs Drug Stores Corporation (NYSE:
LDG). The subsequent offering period for the tender offer expired at
6:00 p.m., New York City time, on Tuesday, October 28, 2008. A total of
approximately 28,317,338 shares of Longs were tendered in the initial
and subsequent offering periods of the offer, representing approximately
78.07% of the outstanding shares. All tendered shares have been accepted
for payment by CVS Caremark.
CVS Caremark expects to effect, without a vote or meeting of Longs’
stockholders, a short-form merger on or about October 30, 2008 to
complete the Longs acquisition. Following the merger, Longs will be an
indirect wholly owned subsidiary of CVS Caremark. In the merger, each of
the remaining outstanding shares (other than any shares owned by CVS
Caremark or its subsidiaries) will be converted into the right to
receive the same $71.50 in cash per share, without interest, that was
paid in the tender offer. Following the merger, Longs’
common stock will cease to be traded on the New York Stock Exchange.
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 http://cvscaremark.com/investors,
as well as through the press room section of the Company's Web site, at http://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.