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This excerpt taken from the CVS 8-K filed Jan 19, 2007. Merger
Sub”) and a direct and wholly-owned
subsidiary of the Company that, in accordance with the Merger Agreement,
will be converted into a limited liability company prior to the Effective
Time, and the Company. Pursuant to the Merger Agreement and subject to the
conditions set forth therein, Merger Sub will be converted into a Delaware
limited liability company and Caremark will be merged with and into Merger
Sub with Merger Sub surviving as a wholly-owned subsidiary of the Company
on the terms and conditions set forth therein (the “ This excerpt taken from the CVS 8-K filed Jan 18, 2007. Merger
Sub”). On January 16, 2007, CVS granted
Caremark a waiver under the Merger Agreement to, and Caremark agreed that it
will, effect a special cash dividend in an amount equal to $2.00 per outstanding
share of Caremark common stock. Such special cash dividend will be declared
by Caremark prior to the effective time of the merger and will be paid at or
immediately following the effective time of the merger. Payment of this special
cash dividend is conditioned on the completion of the merger. CVS and Caremark
also agreed that, after the completion of the combination of CVS and Caremark,
the combined company will effect an accelerated share repurchase transaction
whereby the combined company will retire 150 million shares of common stock
of the combined company (approximately 9.8% of the combined company’s
pro-forma outstanding shares after giving effect to the merger).
This excerpt taken from the CVS 8-K filed Nov 2, 2006. Merger Sub”). The Merger Agreement provides that, upon
the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Caremark, with Caremark continuing as the surviving corporation and a wholly owned subsidiary of CVS. A copy of the press release
announcing these matters is attached as Exhibit 99.1 to this document.
The summary below of the principal terms of the Merger Agreement is contained in, and the Merger Agreement is filed as an exhibit to, this Form 8-K to provide you with information regarding the terms of the Merger Agreement and the summary and exhibit are not intended to modify or supplement any factual disclosures about CVS or Caremark in our respective public reports filed with the SEC. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to CVS or Caremark. The representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocates risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws. THE MERGER AGREEMENT At the effective time and as a result of the merger, each share of common stock of Caremark, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive 1.670 shares of common stock, par value $0.01 per share, of CVS. Pursuant to the Merger Agreement, as of the effective time of the merger, the board of directors of the new company will be split evenly between individuals who were directors of CVS and Caremark prior to the effective time. CVS and Caremark have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (a) to conduct their respective businesses in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the consummation of the merger, (b) not to engage in certain kinds of transactions during such period, (c) to convene and hold a meeting of their respective stockholders to consider and vote upon the approval of the transaction and (d) that, subject to certain exceptions, the Boards of Directors of CVS and Caremark will each recommend that their respective stockholders approve the transaction. Consummation of the merger is subject to customary conditions, including (a) approval of the transaction by the common stockholders of both CVS and Caremark in accordance with Delaware law and the requirements of the New York Stock Exchange, (b) absence of any applicable law prohibiting the merger, (c) expiration or termination of the Hart-Scott-Rodino Act waiting period and certain other regulatory approvals, (d) subject to certain exceptions, the accuracy of the representations and warranties of each party, (e) performance in all material respects of each party of its obligations under the Merger Agreement and (f) the delivery of customary opinions from counsel to CVS and counsel to Caremark that the merger will qualify as a tax-free reorganization for federal income tax purposes. The Merger Agreement contains certain termination rights for both CVS and Caremark in certain circumstances. This excerpt taken from the CVS DEFA14A filed Nov 2, 2006. Merger Sub”). The Merger Agreement provides that, upon
the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Caremark, with Caremark continuing as the surviving corporation and a wholly owned subsidiary of CVS. A copy of the press release
announcing these matters is attached as Exhibit 99.1 to this document.
The summary below of the principal terms of the Merger Agreement is contained in, and the Merger Agreement is filed as an exhibit to, this Form 8-K to provide you with information regarding the terms of the Merger Agreement and the summary and exhibit are not intended to modify or supplement any factual disclosures about CVS or Caremark in our respective public reports filed with the SEC. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to CVS or Caremark. The representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocates risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws. THE MERGER AGREEMENT At the effective time and as a result of the merger, each share of common stock of Caremark, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive 1.670 shares of common stock, par value $0.01 per share, of CVS. Pursuant to the Merger Agreement, as of the effective time of the merger, the board of directors of the new company will be split evenly between individuals who were directors of CVS and Caremark prior to the effective time. CVS and Caremark have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants (a) to conduct their respective businesses in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the consummation of the merger, (b) not to engage in certain kinds of transactions during such period, (c) to convene and hold a meeting of their respective stockholders to consider and vote upon the approval of the transaction and (d) that, subject to certain exceptions, the Boards of Directors of CVS and Caremark will each recommend that their respective stockholders approve the transaction. Consummation of the merger is subject to customary conditions, including (a) approval of the transaction by the common stockholders of both CVS and Caremark in accordance with Delaware law and the requirements of the New York Stock Exchange, (b) absence of any applicable law prohibiting the merger, (c) expiration or termination of the Hart-Scott-Rodino Act waiting period and certain other regulatory approvals, (d) subject to certain exceptions, the accuracy of the representations and warranties of each party, (e) performance in all material respects of each party of its obligations under the Merger Agreement and (f) the delivery of customary opinions from counsel to CVS and counsel to Caremark that the merger will qualify as a tax-free reorganization for federal income tax purposes. The Merger Agreement contains certain termination rights for both CVS and Caremark in certain circumstances. | EXCERPTS ON THIS PAGE:
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