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Published on 8/12/2008 in the Prospect News Special Situations Daily.

CVS Caremark to acquire Longs Drug for $2.9 billion

By Lisa Kerner

Charlotte, N.C., Aug. 12 - CVS Caremark Corp. and Longs Drug Stores Corp. agreed to combine in a transaction valued at $2.9 billion including debt.

Under the companies' definitive agreement, CVS Caremark will acquire Longs, a Walnut, Calif., drugstore chain, for $71.50 per share, a CVS Caremark news release said.

CVS Caremark will acquire Longs' 521 retail drugstores in California, Hawaii, Nevada and Arizona as well as its Rx America subsidiary, which offers prescription benefits management and prescription drug plan benefits.

Longs chairman, president and chief executive officer Warren F. Bryant said given the changing industry landscape, the merger is the "logical next step" for the company.

CVS Caremark will fund the acquisition with a $1.5 billion bridge loan facility and existing cash and liquidity.

The companies expect to close the merger in the fourth quarter.

Following the acquisition, CVS Caremark, based in Woonsocket, R.I., will fill or manage more than 1.2 billion prescriptions per year and will operate about 6,800 drugstores in 41 states and the District of Columbia.

CVS Caremark was advised by Lehman Brothers and Deutsche Bank, while J.P. Morgan Securities Inc. advised Longs.

Acquirer:CVS Caremark Corp.
Target:Longs Drug Stores Corp.
Announcement date:Aug. 12
Transaction total:$2.9 billion
Price per share:$71.50
Expected closing:Fourth quarter of 2008
Stock price for target:NYSE: LDG: $55.11 on Aug. 11

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