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|Express Scripts Urges Caremark Stockholders to Vote the GOLD Proxy Card AGAINST the Proposed CVS/Caremark Transaction Today|
Mails Letter to Caremark Stockholders
ST. LOUIS, Feb. 9 /PRNewswire-FirstCall/ -- Express Scripts, Inc. (Nasdaq: ESRX) today mailed the following letter to the stockholders of Caremark Rx, Inc. (NYSE: CMX):
February 9, 2007
PROTECT YOUR CAREMARK INVESTMENT VOTE AGAINST THE PROPOSED CVS MERGER TODAY
Dear Caremark Stockholder:
For nearly eight weeks, Caremark's Board and management have stonewalled Express Scripts. They have refused to negotiate with us regarding our offer to acquire Caremark in a transaction that we believe is clearly superior to the proposed acquisition of Caremark by CVS. Rather than pursue a deal that we believe offers you greater value today and in the future, your Board and management have gone to unusual lengths to defend its transaction with CVS - a transaction we believe offers you less value and is predicated on a model of vertical integration that has failed time and time again. By contrast, the Express Scripts offer delivers you greater and more certain value and is based on a proven model of horizontal integration.
Send a message to the Caremark Board that they must negotiate with us -- Vote Your GOLD Proxy Card AGAINST the Proposed CVS Transaction Today.
IT'S CLEAR - AN EXPRESS SCRIPTS/CAREMARK COMBINATION IS MORE CERTAIN AND WILL CREATE GREATER VALUE
Given the past record of value destruction that has ensued when companies have attempted the kind of transaction Caremark is contemplating with CVS, coupled with the fact that the CVS currency is weaker than that of Express Scripts, we are convinced that the Express Scripts offer will deliver greater value to you, our plan sponsors and patients. Caremark's senior management stands to gain significant financial benefits and job security from a combination with CVS, so it is no surprise to us that they are doing everything they can to throw cold water on the Express Scripts offer. Do not be distracted by Caremark's thinly veiled attempts to secure benefits only for senior management -- at the expense of you and all of their stockholders. Just take a look at what a combination with Express Scripts will deliver to you:
CONSIDER THE IMPACT YOUR VOTE HAS ON THE VALUE OF YOUR INVESTMENT
We believe you are faced with an easy decision to make on how to vote your shares. If you examine the facts and consider what would happen if you were to vote for the CVS acquisition, you will quickly come to realize that a vote for CVS is:
SOLID EARNINGS RESULTS ARE JUST THE BEGINNING OF BENEFITS OFFERED IN COMBINED EXPRESS SCRIPTS/CAREMARK
We at Express Scripts believe that actions speak louder than words -- and that means continuing to produce solid earnings results. For the fourth quarter 2006, we did just that:
We are excited about the future prospects of our business and we see tremendous opportunities in the PBM industry that will enable us to maintain our track record of growth and profitability. By rejecting the CVS proposal, and urging your Board to sit down and negotiate with Express Scripts, you will have a hand in driving the future value of your investment. Don't let the Caremark Board strip you of the opportunity to reap the tremendous benefits of the upside inherent in a combination of our two companies.
CAREMARK'S RED HERRINGS - YOU CAN'T AFFORD TO TAKE THE BAIT
Don't be fooled by Caremark's desperate attempts to distract your attention from an Express Scripts deal that we believe offers you greater value today and in the future. Let us set the record straight:
EXPRESS SCRIPTS HAS TAKEN A NUMBER OF TANGIBLE AND IMPORTANT STEPS TO CONSUMMATE OUR TRANSACTION
Caremark continues to ignore the best interests of its own stockholders. Fortunately, you have an opportunity to make your own choice about the inferior CVS proposal -- and we urge you to VOTE TODAY AGAINST the CVS proposal on the GOLD proxy card. Express Scripts has taken a number of tangible and important steps to advance our offer so that we can consummate a transaction with Caremark.
We have committed financing. We commenced an exchange offer to take our offer directly to Caremark stockholders. We nominated a slate of four directors to Caremark's Board. And we refiled notification under the Hart- Scott-Rodino Antitrust Improvements Act, seeking to clear the transaction without the need for a second request. At every step of the way, we have kept the door open for Caremark's Board and management to speak to us about the value we know can be realized from combining our companies - and they continue to ignore us. Don't let your Board determine your future without telling them what you think.
PROTECT YOUR RIGHT TO RECEIVE A SUPERIOR OFFER FOR YOUR CAREMARK SHARES
We urge you to VOTE the GOLD Proxy Card TODAY AGAINST the Caremark Board's proposal to adopt the plan of merger with CVS and send a message to the Caremark Board that it must engage in a discussion with us about our clearly superior offer.
We strongly recommend that you reject the CVS proposal.
/s/ George Paz
If you have any questions or need assistance in voting the GOLD proxy card AGAINST the proposed Caremark/CVS merger, please contact our proxy advisor MacKenzie Partners at (800) 322-2885.
*Permission to use quotation was neither sought nor obtained.
Safe Harbor Statement
This press release contains forward-looking statements, including, but not limited to, statements related to the Company's plans, objectives, expectations (financial and otherwise) or intentions. Actual results may differ significantly from those projected or suggested in any forward-looking statements. Factors that may impact these forward-looking statements include but are not limited to:
Risks and uncertainties relating to the proposed transaction that may impact forward-looking statements include but are not limited to:
We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Express Scripts has filed a proxy statement in connection with Caremark's special meeting of stockholders at which the Caremark stockholders will consider the CVS Merger Agreement and matters in connection therewith. Express Scripts stockholders are strongly advised to read that proxy statement and the accompanying form of GOLD proxy card, as they contain important information. Express Scripts also intends to file a proxy statement in connection with Caremark's annual meeting of stockholders at which the Caremark stockholders will vote on the election of directors to the board of directors of Caremark. Express Scripts stockholders are strongly advised to read this proxy statement and the accompanying proxy card when they become available, as each will contain important information. Stockholders may obtain each proxy statement, proxy card and any amendments or supplements thereto which are or will be filed with the Securities and Exchange Commission ("SEC") free of charge at the SEC's website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at email@example.com.
In addition, this material is not a substitute for the prospectus/offer to exchange and registration statement that Express Scripts has filed with the SEC regarding its exchange offer for all of the outstanding shares of common stock of Caremark. Investors and security holders are urged to read these documents, all other applicable documents, and any amendments or supplements thereto when they become available, because each contains or will contain important information. Such documents are or will be available free of charge at the SEC's website (www.sec.gov) or by directing a request to MacKenzie Partners, Inc., at 800-322-2885 or by email at firstname.lastname@example.org.
Express Scripts and its directors, executive officers and other employees may be deemed to be participants in any solicitation of Express Scripts or Caremark shareholders in connection with the proposed transaction. Information about Express Scripts' directors and executive officers is available in Express Scripts' proxy statement, dated April 18, 2006, filed in connection with its 2006 annual meeting of stockholders. Additional information about the interests of potential participants is included in the proxy statement filed in connection with Caremark's special meeting to approve the proposed merger with CVS and will be included in any proxy statement regarding the proposed transaction. We have also filed additional information regarding our solicitation of stockholders with respect to Caremark's annual meeting on a Schedule 14A pursuant to Rule 14a-12 on January 9, 2007.
About Express Scripts
Express Scripts, Inc. is one of the largest PBM companies in North America, providing PBM services to over 50 million members. Express Scripts serves thousands of client groups, including managed-care organizations, insurance carriers, employers, third-party administrators, public sector, and union-sponsored benefit plans.
Express Scripts provides integrated PBM services, including network-pharmacy claims processing, home delivery services, benefit-design consultation, drug-utilization review, formulary management, disease management, and medical- and drug-data analysis services. The Company also distributes a full range of injectable and infusion biopharmaceutical products directly to patients or their physicians, and provides extensive cost- management and patient-care services.
Express Scripts is headquartered in St. Louis, Missouri. More information can be found at www.express-scripts.com, which includes expanded investor information and resources.
SOURCE Express Scripts
CONTACT: Investors: Edward Stiften, Chief Financial Officer, or David Myers, Vice President, Investor Relations, both of Express Scripts, +1-314- 702-7173; or Steve Balet, or Laurie Connell, both of MacKenzie Partners, Inc., +1-212-929-5500; or Media: Steve Littlejohn, Vice President, Public Affairs, +1-314-702-7556, both of Express Scripts; or Joele Frank or Steve Frankel, both of Joele Frank, Wilkinson Brimmer Katcher for Express Scripts, +1-212-355-4449