CVS Warns Caremark Shareholders of Extensive and Onerous Conditions Contained in Express Scripts "Offer"

Business Wire, Feb 5, 2007

WOONSOCKET, R.I. -- CVS Corporation (NYSE:CVS) today sent a letter to shareholders of Caremark Rx, Inc. (NYSE:CMX) providing extensive details regarding the numerous, onerous and off-market conditions contained in the Express Scripts hostile offer to acquire Caremark. Some of the conditions mentioned in the letter were structural in nature, others constituted "outs" Express Scripts had provided for itself and others related to Express Scripts' supposedly "committed financing" which in reality could disappear at the lenders' discretion. CVS warned Caremark shareholders to consider carefully the unusual and highly conditional nature of the Express Scripts offer as well as the lack of any commitment from Express Scripts to eliminate or mitigate the significant antitrust risk associated with its offer. Finally, CVS rebutted in detail certain key elements of a campaign of misinformation currently being waged by Express Scripts in order to mask the illusory nature of its "smoke and mirrors" offer.

A copy of the letter follows:

EXPRESS SCRIPTS "SMOKE AND MIRRORS" OFFER IS PLAGUED WITH ONEROUS AND OPTION-LIKE CONDITIONS