-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1DjHKpAMNdb8yrmn/1OtSfhPReet2r0xrqpeSXsY99XeVRUIixQCB73vI3VxG// tYAJNxzIFkMStIgCk37O9g== 0000950123-06-015313.txt : 20061218 0000950123-06-015313.hdr.sgml : 20061218 20061218154347 ACCESSION NUMBER: 0000950123-06-015313 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061218 DATE AS OF CHANGE: 20061218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREMARK RX INC CENTRAL INDEX KEY: 0001000736 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 631151076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14200 FILM NUMBER: 061283381 BUSINESS ADDRESS: STREET 1: 3000 GALLERIA TOWER STREET 2: STE 1000 CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 2057338996 MAIL ADDRESS: STREET 1: 3000 GALLERIA TOWER STREET 2: SUITE 1000 CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER COMPANY: FORMER CONFORMED NAME: MEDPARTNERS INC DATE OF NAME CHANGE: 19960912 FORMER COMPANY: FORMER CONFORMED NAME: MEDPARTNERS INC /DE/ DATE OF NAME CHANGE: 19960912 FORMER COMPANY: FORMER CONFORMED NAME: MEDPARTNERS MULLIKIN INC DATE OF NAME CHANGE: 19950915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 13900 REIVERPORT DRIVE CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 3147701666 MAIL ADDRESS: STREET 1: 13900 REIVERPORT DRIVE CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 425 1 y28119fe425.htm FILED PURSUANT TO RULE 425 425
 

Filed by Express Scripts, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Caremark Rx, Inc.
Commission File No.: 001-14200
ESInet Headline:
Express Scripts Proposes to Acquire Caremark
ESInet Article Page:
Express Scripts Proposes to Acquire Caremark
Dec. 18, 2006
Express Scripts announced today that it is proposing to acquire all outstanding shares of Caremark in a cash and stock transaction valued at approximately $26 billion. Combined, the two companies will create the world’s preeminent PBM.
As part of the announcement, Express Scripts today sent a letter to the Caremark Board of Directors outlining the terms of our proposal. We are recommending that Caremark authorize its management to enter into discussions with us and work cooperatively to complete a negotiated transaction.
Together, we will have the size, scale and financial strength to expand the markets we serve and enhance our value proposition and, thus, our competitive position.
For more details on the proposed transaction, please refer to the news release, which was issued today.
IMPORTANT INFORMATION
This material is not a substitute for the prospectus/proxy statement Express Scripts and Caremark would file with the Securities and Exchange Commission (“SEC”) if an agreement between Express Scripts and Caremark is reached or any other documents which Express Scripts may send to shareholders in connection with the proposed transaction. Investors are urged to read any such documents, when available, because they will contain important information. Such documents would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to Express Scripts, 13900 Riverport Dr., Maryland Heights, Missouri, Attn: Corporate Secretary, or MacKenzie Partners, Inc., at 800-322-2885 or by e-mail at expressscripts@mackenziepartners.com.
Express Scripts and its directors, executive officers and other employees may be deemed to be participants in any solicitation of Express Scripts or Caremark shareholders in connection with the proposed transaction. Information about Express Scripts’ directors and executive officers is available in Express Scripts’ proxy statement, dated April 18, 2006, for its 2006 annual meeting of stockholders. Additional information about the interests of potential participants will be included in any proxy statement filed in connection with the proposed transaction.
This material relates to a business combination transaction with Caremark proposed by Express Scripts which may become the subject of a registration statement filed with the SEC. Investors and security holders are advised to read this document and all other applicable documents if and when they become available because they will include important information. Investors and security holders may obtain a free copy of any documents filed by Express Scripts with the SEC at the SEC’s website (www.sec.gov) or by directing a request to Express Scripts at the address set forth above or MacKenzie Partners, Inc. at the telephone number and email address set forth above.

 

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