CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): October 20,
2008
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CVS
CAREMARK CORPORATION
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(Exact
name of registrant
as
specified in charter)
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Delaware
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001-01011
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05-0494040
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
CVS Drive, Woonsocket, Rhode Island 02895
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (401)
765-1500
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On August
12, 2008, CVS Caremark Corporation, a Delaware corporation (“CVS”), Longs Drug Stores
Corporation, a Maryland corporation (“Longs”), and Blue MergerSub
Corp., an indirect wholly owned subsidiary of CVS (“Purchaser”), entered into an
Agreement and Plan of Merger (the “Merger
Agreement”).
Pursuant
to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Purchaser commenced a tender offer to purchase all outstanding shares
of common stock, par value $0.50 per share (“Shares”), of Longs for $71.50
per Share, net to the seller in cash, without interest (the “Offer
Price”), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated August 18, 2008 and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the “Offer”).
The initial offering period of the Offer
expired at 6:00 p.m., New
York City time, on Friday,
October 17, 2008. A total of approximately 27,749,072 Shares
(including 3,144,720 Shares tendered by notice of guaranteed delivery) were
validly tendered and not withdrawn as of the expiration date of the initial
offering period of the Offer, representing approximately 76.51% of the
outstanding Shares. Purchaser has accepted all Shares that
were validly tendered and not withdrawn prior to expiration of the Offer for
payment pursuant to the terms of the Offer, and payment for such Shares will be
made promptly in accordance with the terms of the Offer.
CVS and Purchaser announced a subsequent
offering period commencing on Monday, October 20, 2008 and expiring on Tuesday,
October 28, 2008 at 6 p.m., New York City time. During the subsequent offering
period, Purchaser will accept for payment and promptly pay for Shares as they
are tendered. Shareholders who tender Shares during such period will be paid the Offer Price.
Shares tendered during the subsequent offering period may not be withdrawn.
Purchaser may extend the subsequent offering period. If the subsequent offering
period is extended, Purchaser will notify the depositary for the offer and issue
a press release prior to 9:00 a.m. New York City time on the first business day
following the date the subsequent offering period was scheduled to
expire.
Pursuant
to the Merger Agreement, Purchaser will merge with and into Longs (the “Merger”), with Longs surviving
the Merger as an indirect wholly owned subsidiary of CVS. At the
effective time of the Merger, any remaining outstanding Shares not tendered in
the Offer, other than Shares owned by CVS or any direct or
indirect wholly owned subsidiary of CVS or Longs,
will be acquired for cash at the Offer Price. The Merger is expected to occur by the
end of October 2008.
On October
20, 2008, CVS Caremark Corporation issued a press release announcing the results
of the initial offering period and the commencement of the subsequent offering
period. The press release is attached as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press
Release issued by CVS dated October 20,
2008.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Dated:
October 20, 2008
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CVS
CAREMARK CORPORATION
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By:
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/s/
Douglas A. Sgarro |
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Name:
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Douglas
A. Sgarro |
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Title: |
Executive
Vice President and
Chief
Legal Officer
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EXHIBIT
INDEX
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99.1
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Press
Release issued by CVS Caremark Corporation dated October 20,
2008.
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CVS
CAREMARK REPORTS SUCCESSFUL TENDER OFFER FOR LONGS DRUG STORES SHARES
76.51%
of Longs’ Shares Tendered
Subsequent
Offering Period Expiring October 28, 2008 Announced
Woonsocket, RI,
October 20, 2008 – CVS Caremark Corporation (NYSE: CVS) today announced that its
tender offer for shares of common stock of Longs Drug Stores Corporation (NYSE:
LDG) at a price of $71.50 per share has been successful. The offer period
expired at 6:00 p.m., New York City time, on Friday, October 17,
2008.
As
of the expiration of the offer, a total of approximately 27,749,072 shares of
Longs were validly tendered and not withdrawn (including approximately 3,144,720
shares delivered through notices of guaranteed delivery), representing
approximately 76.51% of the outstanding shares. All conditions to the
offer have now been satisfied. Accordingly, CVS Caremark has
accepted for purchase all shares that were validly tendered during the offer and
will deposit the funds for payment with the depositary today, Monday, October
20.
In
accordance with generally accepted accounting principles (GAAP), the financial
results of Longs will be consolidated into the financial statements of CVS
Caremark immediately upon purchase of the tendered shares. Closing of
the merger (which will involve the purchase by CVS Caremark of the remaining
shares not yet tendered by Longs shareholders) is expected to occur by the end
of October 2008.
Tom
Ryan, Chairman, President and CEO of CVS Caremark commented, “We are very
pleased with the strong response to our tender offer. Having now
satisfied all closing conditions, we look forward to promptly purchasing the
tendered shares and completing our merger with Longs.”
CVS
Caremark also announced that it is commencing a subsequent offer for all
remaining shares of Longs to permit stockholders who have not yet tendered their
shares the opportunity to do so. The subsequent offering period will
expire at 6:00 p.m., New York City time, on Tuesday, October 28,
2008. During the subsequent offering period, the same $71.50 per
share cash consideration offered during the initial offering period will be
paid. Procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period except that no shares
tendered during the subsequent offering period may be withdrawn and shares will be
purchased on a “rolling basis” upon tender and acceptance.
About CVS
Caremark
CVS
Caremark is the largest provider of prescriptions in the nation. The
Company fills or manages more than 1 billion prescriptions annually.
Through its unmatched breadth of service offerings, CVS Caremark is transforming
the delivery of health care services in the U.S. The Company is uniquely
positioned to effectively manage costs and improve health care outcomes through
its more than 6,300 CVS/pharmacy stores; its Caremark Pharmacy Services division
(pharmacy benefit management, mail order and specialty pharmacy); its
retail-based health clinic subsidiary, MinuteClinic; and its online pharmacy,
CVS.com. General information about CVS Caremark is available through the
Investor Relations section of the Company’s Web site, at
http://cvscaremark.com/investors, as well as through the press room section of
the Company's Web site, at http://cvscaremark.com/newsroom.
Forward-looking
statements
This announcement
contains certain forward-looking statements. These forward-looking statements
may be identified by words such as ‘believes’, ‘expects’, ‘anticipates’,
‘projects’, ‘intends’, ‘should’, ‘seeks’, ‘estimates’, ‘future’ or similar
expressions or by discussion of, among other things, strategy, goals, plans or
intentions. Various factors may cause actual results to differ materially in the
future from those reflected in forward-looking statements contained in this
announcement, among others: (1) macroeconomic conditions and general
industry conditions such as the competitive environment for retail pharmacy and
pharmacy benefit management companies; (2) regulatory and litigation matters and
risks; (3) legislative developments; (4) changes in tax and other laws and the
effect of changes in general economic conditions; (5) the risk that a condition
to closing of the transaction may not be satisfied; and (6) other risks to
consummation of the transaction.
Additional
Information and Where to Find it
This announcement is
for informational purposes only and does not constitute an offer to purchase or
a solicitation of an offer to sell Longs' common stock. The tender offer is
being made pursuant to a tender offer statement on Schedule TO (including the
offer to purchase, letter of transmittal and other related tender offer
materials) filed by CVS Caremark with the Securities and Exchange Commission
(SEC) on August 18, 2008. Longs filed a solicitation/recommendation statement
with respect to the tender offer on Schedule 14D-9 on August 18, 2008. These
materials, as they may be amended
from time to time, contain important information, including the terms and
conditions of the offer and Longs' Board of Directors recommendation of the
tender offer, that should be read carefully before any decision is made with
respect to the tender offer. Investors and stockholders can obtain a free copy
of these materials and other documents filed by CVS Caremark or Longs with the
SEC at the website maintained by the SEC at www.sec.gov. The tender offer
materials may also be obtained for free by contacting the information agent for
the tender offer, Morrow & Co., at (203) 658-9400 or (877) 366-1576
(toll-free). The solicitation/recommendation statement and related materials may
also be obtained for free by contacting (925) 979-3979.
Contacts:
Investors:
Nancy Christal,
Senior Vice President, Investor Relations
(914)
722-4704
Media:
Eileen Howard Dunn,
Senior Vice President, Corporate Communications & Community
Relations
(401)
770-4561
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