UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of The Securities Exchange Act of 1934
|
Date
of report (Date of earliest event reported): August 12,
2008
|
|
|
|
CVS
CAREMARK CORPORATION
|
|
(Exact
name of registrant
as
specified in charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
001-01011
|
05-0494040
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
One
CVS Drive, Woonsocket, Rhode Island 02895
|
|
(Address
of principal executive offices)
|
|
|
|
|
|
|
|
Registrant’s
telephone number, including area code: (401)
765-1500
|
|
|
|
|
|
(Former
name or former address, if changed since last report)
|
|
|
|
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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement
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 will commence a tender offer (the “Offer”) to purchase all outstanding shares of
common stock, par value $0.50 per share, of Longs (“Shares”) at a price of $71.50 per Share, in cash without interest
(such price, or any higher
price as may be paid in the Offer, the “Offer
Price”). Following the
completion of the Offer, Purchaser will merge with and into Longs (the “Merger”), with Longs surviving
the Merger as a direct or 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
Agreement provides that Purchaser will commence the Offer as promptly as
practicable after the date of the Merger Agreement, and in any event by August
22, 2008.
The Offer
is not subject to a financing condition. The obligation of Purchaser
to accept for payment and pay for the Shares tendered in the Offer is subject to
the satisfaction or waiver of a number of closing conditions set forth in the
Merger Agreement, including among others, the expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976. In addition, it is also a condition of Purchaser’s obligation to accept
for payment and pay for the Shares tendered in the Offer that, together with the
Shares then owned by CVS and/or Purchaser, at least two-thirds of the total
number of Shares outstanding on a fully-diluted basis shall have been validly
tendered in accordance with the terms of the Offer and not properly withdrawn
(the “Minimum
Condition”). The Minimum Condition may not be waived by
Purchaser without the prior
written consent of Longs. The closing of the Merger is
also subject to other customary closing conditions. Subject to certain
conditions and limitations, Longs has granted CVS and Purchaser an option to
purchase from Longs, following the completion of the Offer, a number of
additional Shares that, when added to the Shares already owned by Purchaser,
constitute one Share more than 90% of the Shares entitled to vote on the
Merger. If Purchaser acquires more than 90% of the outstanding Shares
including through exercise of the aforementioned option, it will complete the
Merger through the “short form” procedures available under Maryland
law.
The Merger
Agreement contains certain termination rights for each of CVS and Longs, and if
the Merger Agreement is terminated under certain circumstances, Longs is
required to pay CVS a termination fee of $115 million and/or reimburse CVS for
its out-of-pocket transaction-related expenses up to $10 million (to be credited
against payment of the termination fee).
The Merger
Agreement includes customary representations, warranties and covenants of Longs,
CVS and Purchaser. In addition to certain other covenants, Longs has
agreed not to (i) solicit, initiate or encourage any takeover proposal from a
third party; (ii) enter into or participate in any discussions with, or furnish
any information relating to Longs to, any third party in connection with any
takeover proposal; (iii) grant any waiver or release under any standstill
agreement relating to its securities; (iv) exempt or approve any transaction
from any antitakeover statute; or (v) enter into any agreement relating to a
takeover proposal, in each case, subject to certain exceptions set forth in the
Merger Agreement.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
filed as Exhibit 2.1 hereto, and is incorporated into this report by
reference.
The Merger
Agreement governs the contractual rights between the parties in relation to the
Offer and Merger. The Merger Agreement has been filed as an exhibit to this Form
8-K to provide investors with information regarding the terms of the Merger
Agreement and is not intended to modify or supplement any factual disclosures
about CVS or Longs in CVS’ or Longs’ public reports filed with the Securities
and Exchange Commission. In particular, the Merger Agreement is not
intended to be, and should not be relied upon as, disclosures regarding any
facts and circumstances relating to CVS or Longs. The representations
and warranties contained in the Merger Agreement
have been
negotiated with the principal purpose of establishing the circumstances in which
Purchaser may have the right not to consummate the Offer, or a party may have
the right to terminate the Merger Agreement, if the representations and
warranties of the other party prove to be untrue due to a change in circumstance
or otherwise, and allocates risk between the parties, rather than establishing
matters as facts. The representations and warranties may also be
subject to a contractual standard of materiality different from those generally
applicable to shareholders.
Item
8.01 Other Events
On August
12, 2008, CVS issued a press release announcing the execution of the Merger
Agreement. The press release is attached as Exhibit 99.1
and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger dated as of August 12, 2008 among CVS Caremark
Corporation, Longs Drug Stores Corporation and Blue MergerSub
Corp.
|
| |
|
|
|
|
|
99.1
|
|
Press
Release issued by CVS Caremark Corporation dated August 12,
2008.
|
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:
August 13, 2008
| |
CVS
CAREMARK CORPORATION |
|
| |
|
|
|
| |
|
|
|
| |
By:
|
/s/
David B. Rickard |
|
| |
|
Name:
|
David B. Rickard
|
|
| |
|
Title:
|
Executive Vice
President,
Chief Financial
Officer and
Chief Administrative
Officer
|
|
EXHIBIT
INDEX
|
|
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger dated as of August 12, 2008 among CVS Caremark
Corporation, Longs Drug Stores Corporation and Blue MergerSub
Corp.
|
| |
|
|
|
|
|
99.1
|
|
Press
Release issued by CVS Caremark Corporation dated August 12,
2008.
|