CVS Caremark Extends Tender Offer for Longs Drug Stores Shares by One Day
16 October 2008 - 11:30PM
Business Wire
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not withdrawn pursuant to the tender offer, including 4,778,578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 The shares tendered and not withdrawn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.
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