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This excerpt taken from the CVS 8-K filed Feb 13, 2007. Opinions of Financial Advisors to the CVS Board of Directors As disclosed in the joint proxy statement/prospectus, CVS retained Evercore Group L.L.C. (“Evercore”) and Lehman Brothers Inc. (“Lehman Brothers”) as financial advisors to the CVS board of directors in connection with the merger. On February 12, 2007, at a meeting of the CVS board of directors held to consider the matters described above, Evercore and Lehman Brothers delivered to the CVS board of directors separate oral opinions, which opinions were confirmed by delivery of separate written opinions dated February 12, 2007, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in each such opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to CVS. Evercore’s and Lehman Brothers’ opinions dated February 12, 2007, the full texts of which describe the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Evercore and Lehman Brothers, are attached as Exhibits 99.3 and 99.4, respectively, and are incorporated into this document by reference. Evercore’s and Lehman Brothers’ opinions were directed only to the fairness to CVS, from a financial point of view, of the exchange ratio provided for in the merger and do not address any other aspect of the merger. The opinions do not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to CVS or CVS’ underlying business decision to effect the merger. The opinions do not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the merger. Holders of CVS common stock are encouraged to read the opinions carefully in their entirety. The summaries of Evercore’s and Lehman Brothers’ opinions described below are qualified in their entirety by reference to the full texts of the opinions. |
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