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Published on 9/22/2008 in the Prospect News Special Situations Daily.

Walgreen ready to take offer directly to Longs Drug shareholders

By Lisa Kerner

Charlotte, N.C., Sept. 22 - Walgreen Co. said while it prefers to work directly with Longs Drug Stores Corp. in its quest to acquire the company, Walgreen is prepared to take its transaction directly to Longs' stockholders.

Walgreen reiterated its belief that its proposal is compelling and would deliver superior value to Longs' stockholders compared to Longs' proposed deal with CVS Caremark Corp., according to a Sept. 22 letter from Walgreen to Longs' board of directors.

In the letter, Walgreen asked to be given an opportunity to conduct customary due diligence as soon as possible.

In response to Longs' position that Walgreen is not willing to accept the inherent regulatory risks in connection with a merger, Walgreen said this is not accurate and expressed confidence that the combination of Longs and Walgreen would receive all required regulatory approvals "in a reasonable period of time."

On Sept. 17, Longs announced it would not provide information to or negotiate with Walgreen regarding its offer to acquire Longs for $75.00 per share.

Longs' board continued to recommend that its stockholders tender their shares in the offer made by CVS Caremark, 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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