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CVS Caremark Corporation (CVS)
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CVS » Topics » Merger

This excerpt taken from the CVS 8-K filed Oct 20, 2008.
Merger”), with Longs surviving the Merger as an indirect wholly owned subsidiary of CVS.  At the effective time of the Merger, any remaining outstanding Shares not tendered in the Offer, other than Shares owned by CVS or any direct or indirect wholly owned subsidiary of CVS or Longs, will be acquired for cash at the Offer Price.  The Merger is expected to occur by the end of October 2008.
 
On October 20, 2008, CVS Caremark Corporation issued a press release announcing the results of the initial offering period and the commencement of the subsequent offering period.  The press release is attached as Exhibit 99.1.
 
Item 9.01  Financial Statements and Exhibits.
 
 (d)  Exhibits
 
 
Exhibit No.
  
Description
 
99.1
  
Press Release issued by CVS dated October 20, 2008.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 20, 2008
 
 
CVS CAREMARK CORPORATION
  
       
       
 
By:  
 /s/ Douglas A. Sgarro  
    Name:  Douglas A. Sgarro  
    Title:  Executive Vice President and
Chief Legal Officer
  
 
 
EXHIBIT INDEX
 
 
Exhibit No.
  
Description
 
99.1
  
Press Release issued by CVS Caremark Corporation dated October 20, 2008.
 
 
 
 
 
These excerpts taken from the CVS 8-K filed Aug 13, 2008.
Merger”), with Longs surviving the Merger as a direct or indirect wholly owned subsidiary of CVS.  At the effective time of the Merger, any remaining outstanding Shares not tendered in the Offer, other than Shares owned by CVS or any direct or indirect wholly owned subsidiary of CVS or Longs, will be acquired for cash at the Offer Price.
 
The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, and in any event by August 22, 2008.
 
The Offer is not subject to a financing condition.  The obligation of Purchaser to accept for payment and pay for the Shares tendered in the Offer is subject to the satisfaction or waiver of a number of closing conditions set forth in the Merger Agreement, including among others, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976. In addition, it is also a condition of Purchaser’s obligation to accept for payment and pay for the Shares tendered in the Offer that, together with the Shares then owned by CVS and/or Purchaser, at least two-thirds of the total number of Shares outstanding on a fully-diluted basis shall have been validly tendered in accordance with the terms of the Offer and not properly withdrawn (the “
Merger”), with the Company surviving the Merger as a direct or indirect wholly owned subsidiary of Parent in accordance with the Maryland General Corporation Law (“
This excerpt taken from the CVS 8-K filed Jan 19, 2007.
Merger ”).

     This opinion is being delivered in connection with the Registration Statement on Form S-4 (Registration No. 333-139470) (the “

EXCERPTS ON THIS PAGE:

8-K
Oct 20, 2008
8-K (2 sections)
Aug 13, 2008
8-K
Jan 19, 2007

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