CVS Caremark Successfully Completes Tender Offer for Longs Shares
October 29 2008 - 7:30AM
Business Wire
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.
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