Filed by Caremark Rx, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and Deemed
Filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Caremark Rx, Inc.
Commission File No.: 001-14200
Dear Colleagues:
I am pleased to announce that we will kick-off the CVS/Caremark Integration Planning Process this week. Leading the integration project will be Brad Karro, Executive Vice President, Technology & Medicare Programs, and Chris Bodine, President of CVS Health Services. Brad and Chris will form a number of teams made up of colleagues from both companies to support this initiative.
Tom Ryan and I have established the following Critical Success Factors for a successful integration of the two companies.
| 1. | Our clients (payors and consumers) will not be disrupted in any way by the integration activities |
| 2. | We will implement a rigorous integration and execution planning process |
| 3. | We will retain critical resources |
| 4. | We will leverage the strengths and best practices of both organizations |
| 5. | We will exceed our targeted synergy goals |
| 6. | We will develop and build a unique suite of products and services that will be recognized as transformational in the healthcare industry |
To support our integration activities, two consulting firms with distinct and complementary expertise have been retained: Booz Allen Hamilton will focus on PBM merger integration activities and The Boston Consulting Group will support our work to develop and implement the new “go to market” suite of products and services.
As we plan for the closing of the merger for CVS, there is much work to be done. While the Integration Team focuses on achieving the above integration priorities, the Company at large will continue to be asked to remain completely focused on the most important of those priorities, making sure that we continue to focus on serving our clients and that they are not disrupted in any way. You’ve already demonstrated your commitment to providing the superior service levels that our clients have come to expect from us. This phase of activity will require no less of all of us.
Thank you for your continued support. We look forward to providing you updates on the Integration Team’s progress.
Sincerely,
Mac Crawford
Chairman, President and Chief Executive Officer
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Caremark and CVS. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, “will”, “to be” and any similar expressions and any other statements that are not historical facts, in each case as they relate to Caremark, CVS or the combined company or the transaction, are intended to identify those assertions as forward-looking statements. Such statements include, but are not limited to, statements about the benefits of the merger, information about the combined company, including anticipated accretion, return on equity, cost synergies, incremental revenues, new products and offerings, cash flows, combined operating and financial data, including future financial and operating results, the combined company’s objectives, plans and expectations, the likelihood of satisfaction of certain closing conditions and whether and when the merger will be consummated. These statements are based upon the current beliefs and expectations of management of Caremark and CVS and are subject to a number of factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. The following factors, among other things, could cause actual results to differ from the forward-looking statements in this document: (1) the companies may be unable to obtain stockholder or regulatory approvals in a timely manner, if at all; (2) the businesses of Caremark and CVS may not be integrated successfully or as quickly as expected; (3) cost savings and any other synergies or cash flows from the merger may not be fully realized or may take longer to realize than expected; (4) the transaction may involve unexpected costs; (5) the businesses and results of operations of Caremark and CVS may suffer as a result of uncertainty surrounding the transaction; and (6) the industry may be subject to future regulatory or legislative action. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements of the two companies. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this document may not occur. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release. Risk factors affecting the businesses of each of Caremark and CVS are set forth in, and may be accessed through, each company’s filings with the SEC. These and other factors relating to the merger are available in the joint proxy statement/prospectus filed with the SEC.
Important Information for Investors and Stockholders
CVS has filed with the SEC a registration statement on Form S-4 that was declared effective by the SEC on January 19, 2007. This registration statement includes a joint proxy statement/prospectus in connection with the proposed merger. Caremark and CVS urge investors and stockholders to read the joint proxy statement/prospectus and any other relevant documents filed by either party with the SEC because they contain important information.
Investors and stockholders are currently able to obtain the joint proxy statement/prospectus and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by Caremark will be available free of charge on the investor relations portion of the Caremark website at www.caremark.com. Documents filed with the SEC by CVS will be available free of charge on the investor relations portion of the CVS website at http://investor.cvs.com. Investors and stockholders may obtain a detailed list of names, affiliations and interests of participants in the solicitation of proxies of Caremark stockholders to approve the merger at the following address: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022.