Express Scripts committed to raising offer for Caremark

By Lisa Kerner

Charlotte, N.C., March 15 - Express Scripts, Inc. said in a statement released Thursday that it is "firmly committed to increasing the cash portion" of its offer for Caremark Rx. Inc.

The company said that Caremark's closed door has prevented Express Scripts "from learning anything more about the company that would permit [us] to increase [our] offer absent due diligence."

CVS Corp. presented its "best and final" enhancements to its merger proposal with Caremark, with both companies agreeing to increase the special cash dividend payable to Caremark shareholders following closing of the merger to $7.50 per share, from $6.00 per share.

Under the CVS/Caremark merger agreement, Caremark shareholders will receive 1.67 shares of CVS/Caremark stock for each share of Caremark they own.

CVS shareholders will vote to approve the transaction at a special meeting on March 15, and Caremark shareholders will vote on March 16.

Express Scripts is "absolutely committed" to increasing its offer if "more than $500 million in synergies through confirmatory due diligence" can be identified.

In the statement, Express Scripts said it is very encouraged by the growing number of voices arrayed against approval of Caremark's acquisition by CVS.

"There is a real opportunity to create more value for Caremark stockholders with Express Scripts. It's now time to vote against a flawed process; a speculative, unproven vertical transaction; and less than maximum value. You must vote against the CVS merger proposal in order to benefit from a competitive bidding process," the statement said.

At one point, Express Scripts, a St. Louis pharmacy benefit management company, was offering Caremark stockholders $29.25 in cash and 0.426 shares of Express Scripts stock for each share of Caremark stock, for an approximate value of $56.87 per share, or a total of $25 billion.

CVS is a retail pharmacy chain based in Woonsocket, R.I.

Caremark is a Nashville-based pharmaceutical services company.

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