Caremark starts tender for AdvancePCS' 8½% notes

New York, Feb. 18 - Caremark Rx Inc. said it has begun a cash tender offer to buy any and all of AdvancePCS' 8½% senior notes due 2008.

Caremark is offering to pay the notes' $1,042.50 per $1,000 principal amount redemption price on their first call date of April 1, 2005, discounted at a rate of 50 basis points over the yield on the 1 5/8% Treasury note due March 31, 2005. The total includes a $20 per $1,000 consent payment that will only be paid to holders who tender by the consent deadline of 5 p.m. ET on March 2.

The consent solicitation is to eliminate most of the restrictive covenants in the note indenture.

Holders who tender are required to consent to the amendments.

The offer expires at 9 a.m. ET on March 17.

Notes may be withdrawn up to the consent deadline. Notes tendered after the consent date may not be withdrawn.

Caremark is conducting the tender offer through its Cougar Merger Corp. subsidiary.

The Nashville pharmaceutical services company is making the offer in connection with its previously announced acquisition of AdvancePCS.

The tender offer and consent solicitation are conditioned upon, among other things, the consummation of the merger.

UBS Investment Bank is dealer manager for the tender offer and consent solicitation (contact Liability Management Group at 888 722-9555 x4210 or call collect 203 719-4210). Georgeson Shareholder Communications Inc. is information agent (866 399-8771 or call collect 212 440-9800).

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