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Published on 9/17/2008 in the Prospect News Special Situations Daily.

No negotiations for Longs Drug, Walgreen

By Lisa Kerner

Charlotte, N.C., Sept. 17 - Longs Drug Stores Corp. said it will not provide information to or negotiate with Walgreen Co. regarding its offer to acquire Longs for $75 per share.

According to Longs' board of directors, Walgreen's proposal:

• Is not proposing to accept inherent regulatory risks;

• Fails to present a clear roadmap to completion;

• Is not proposing to compensate Longs stockholders for delays in closing a transaction; and

• Assumes limited antitrust risk.

In addition, the Walgreen expression of interest is non-binding, is conditioned on diligence and is not financed, a Longs news release said.

Longs' board continues to recommend that its stockholders tender their shares in the offer by CVS Caremark Corp., which agreed to acquire the Walnut Creek, Calif., drugstore chain for $2.9 billion, including debt, or $71.50 per share.

It was previously reported that the proposal from Walgreen, a Deerfield, Ill., drugstore operator, was valued at approximately $3 billion, including the assumption of debt.

CVS Caremark, a Woonsocket, R.I., drugstore chain, extended its tender offer for Longs to midnight ET on Oct. 15 on news of Walgreen's offer.


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