| Arlene Woodward: Express Scripts Caremark Rx and CVS Corporation Drama Continues |
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| Thursday, 18 January 2007 | |
Arlene Woodward: Express Scripts Caremark Rx and CVS Corporation Drama ContinuesNEW YORK, NY (NAMC) - On Tuesday Express Scripts, Inc. (NASDAQ:ESRX) issued the a statement in response to a press release/announcement by Caremark Rx, Inc., (NYSE:CMX) and CVS Corporation (NYSE:CVS). This is a M&A battle that could just increase Caremark RX shareholder value. Below is the statement that was issued by Express Scripts: The Express Scripts offer for Caremark remains superior. Express Scripts noted that the recent steps taken by Caremark and CVS are no more than a desperate attempt to save a flawed transaction: -- Illusory Dividend -- The one-time dividend with its face value of $2.00 represents merely $1.09 per share to Caremark stockholders because Caremark stockholders are financing 45.5% of the payment due to their proposed ownership in the combined company. -- A New Week, A New Synergy Number -- With more than a year of discussions preceding their agreement, this is the third set of synergy estimates from CVS and Caremark in the same number of weeks. This time, CVS and Caremark have discovered alleged revenue synergies with unknown, if any, profitability. -- Insignificant Cash to Caremark Stockholders -- The illusory, paltry dividend provides only token cash to Caremark stockholders. We note that the Express Scripts transaction offers certainty of value, given that 50% of the consideration will be given to Caremark stockholders in cash. -- Still a Vertical Transaction with its Inherent Destruction of Value -- This "adjustment" by CVS and Caremark does nothing to change the history that vertical transactions destroy value. -- Finally, the End of the "Merger of Equals" Fairy Tale -- This one speaks for itself and demonstrates the inadequacy of the consideration that Caremark stockholders would receive if acquired by CVS -- and why Caremark stockholders should vote against the inferior CVS-Caremark transaction. The advantages of an Express Scripts-Caremark combination are strategically and financially compelling. The data is clear -- horizontal PBM transactions create significant value; vertical PBM transactions destroy value. Our synergy estimates are sound and based on identifiable and clearly achievable opportunities. In addition, the free cash flow we'll generate with Caremark will rapidly pay down debt to historical levels and provide additional capital for investment in our business and maintain the flexibility to repurchase significant levels of the Company's stock. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Express Scripts, and Citigroup Corporate and Investment Banking and Credit Suisse are acting as financial advisors. MacKenzie Partners, Inc. is acting as proxy advisor to Express Scripts. As merger and acquisition activity continues to heat up in 2007 as it did in 2006, you will see a reduction in quality companies that are ripe for the picking. So we may see future battles fought for such companies, especially with the government watching private equity firms closely to insure fairness, but there is also the consolidation factor as with Express Scripts and Caremark, or Caremark and CVS, either way you slice or dice it , it is interesting. NAMC Newswire Note: The 2007 "Wall Street to Main Street" Contest is underway and is only available to subscribers. Keep in mind that all subscriptions are free, all that you need to do is go to www.namcnewswire.com/contest and add your email address, its simple, quick and FREE. You can win one of the many prizes being offered from an iPod, Zune to various gift cards from select retailers.. This article can be republished either online or in print as long as credit is given to the author and the NAMC Newswire. Wall Street to Main Street is also one of the leading shows on StreetIQ , the leader in financial podcast: http://www.streetiq.com/dir/NAMC.shtml Also be sure to listen to the "Wall Street to Main Street" radio show that is syndicated daily. Just visit the NAMC radio at www.namcnewswire.com/namcradio. U.S. Trade Delegations to China scheduled for 2007, Small and Mid Cap Public and Private U.S. Companies are the Focus of the trips: www.namcworldwide.com/conferences |

