CVS Caremark Reports Successful Tender Offer for Longs Drug Stores Shares
20 Ottobre 2008 - 2:30PM
Business Wire
CVS Caremark Corporation (NYSE: CVS) today announced that its
tender offer for shares of common stock of Longs Drug Stores
Corporation (NYSE: LDG) at a price of $71.50 per share has been
successful. The offer period expired at 6:00 p.m., New York City
time, on Friday, October 17, 2008. As of the expiration of the
offer, a total of approximately 27,749,072 shares of Longs were
validly tendered and not withdrawn (including approximately
3,144,720 shares delivered through notices of guaranteed delivery),
representing approximately 76.51% of the outstanding shares. All
conditions to the offer have now been satisfied. Accordingly, CVS
Caremark has accepted for purchase all shares that were validly
tendered during the offer and will deposit the funds for payment
with the depositary today, Monday, October 20. In accordance with
generally accepted accounting principles (GAAP), the financial
results of Longs will be consolidated into the financial statements
of CVS Caremark immediately upon purchase of the tendered shares.
Closing of the merger (which will involve the purchase by CVS
Caremark of the remaining shares not yet tendered by Longs
shareholders) is expected to occur by the end of October 2008. Tom
Ryan, Chairman, President and CEO of CVS Caremark commented, �We
are very pleased with the strong response to our tender offer.
Having now satisfied all closing conditions, we look forward to
promptly purchasing the tendered shares and completing our merger
with Longs.� CVS Caremark also announced that it is commencing a
subsequent offer for all remaining shares of Longs to permit
stockholders who have not yet tendered their shares the opportunity
to do so. The subsequent offering period will expire at 6:00 p.m.,
New York City time, on Tuesday, October 28, 2008. During the
subsequent offering period, the same $71.50 per share cash
consideration offered during the initial offering period will be
paid. Procedures for tendering shares during the subsequent
offering period are the same as during the initial offering period
except that no shares tendered during the subsequent offering
period may be withdrawn and shares will be purchased on a �rolling
basis� upon tender and acceptance. 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. 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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