Glass Lewis Reiterates Caremark Stockholders Should Vote Against CVS Acquisition

    ST. LOUIS, March 14 /PRNewswire-FirstCall/ -- Express Scripts, Inc.
 ( ESRX) today announced that Glass, Lewis & Co. ("Glass Lewis"), a
 leading independent voting advisory service, reiterated to its clients that
 Caremark stockholders should vote AGAINST the proposed acquisition of
 Caremark Rx, Inc., ( CMX) by CVS Corporation ( CVS) at Caremark's
 special meeting of stockholders on March 16, 2007.
      In its recommendation, Glass Lewis stated*:
 
      "As discussed in our initial report, we are not convinced that the
      process used by the Company and board resulted in shareholders receiving
      as big a stake as they deserved in the proposed, combined entity."
 
      "Though the incremental bumps to the cash dividend have been noted, CVS'
      ability to raise its offer multiple times over its original agreement
      calls into question the negotiating skills of the Caremark directors.  We
      remind investors that this board endorsed the original agreement which
      lacked any cash dividend.  In this instance, we believe investors should
      be skeptical of the board's opinion regarding the value of Caremark.
      Blindly following the Caremark directors' lead would have left
      shareholders at least $3.3 billion poorer."
 
      "Given these considerations, we feel the CVS deal should be rejected
      based on what appears to have been a flawed negotiating process.  ... we
      feel investors should remain concerned that the board of Caremark has not
      done all it could to ensure that shareholders stand to receive the
      highest value in any sale or merger of a Company."
 
      "That CVS was allowed to negotiate from the enviable position as the sole
      bidder for Caremark should concern investors."
 
      "By rejecting the current CVS proposal, shareholders can better ensure
      they are receiving maximum value by restarting and opening the process.
      We also believe the market can bear a higher price, as evidenced by
      Express Scripts current superior offer."
 
      "Caremark did not undertake a process that ensured it would receive 'best
      and final' proposals from all suitors, including preferred strategic
      partners, in our opinion."
     George Paz, president, chief executive officer and chairman of Express
 Scripts, commented, "We are pleased Glass Lewis has reiterated its
 recommendation that Caremark stockholders vote AGAINST the acquisition of
 Caremark by CVS. Clearly Glass Lewis recognizes that the Caremark Board ran
 a flawed process and that value destruction is inherent in the proposed CVS
 transaction. We continue to focus on creating the best long term value for
 Express Scripts and Caremark stockholders. Meanwhile, Caremark continues
 press ahead with a flawed process, leaving the best interests of their
 stockholders behind."
     Caremark stockholders must vote AGAINST the CVS merger proposal in
 order to receive more from Express Scripts or anyone else. Vote the GOLD
 proxy card AGAINST a flawed merger process to enhance the value of your
 investment.
     Skadden, Arps, Slate, Meagher & Flom LLP, Arnold & Porter LLP, and
 Young Conaway Stargatt & Taylor, LLP are acting as legal counsel to Express
 Scripts, and Citigroup Corporate and Investment Banking and Credit Suisse
 are acting as financial advisors. MacKenzie Partners, Inc. is acting as
 proxy advisor to Express Scripts.
     *Permission to use quotations was neither sought nor obtained.
     About Express Scripts
     Express Scripts, Inc. is one of the largest PBM companies in North
 America, providing PBM services to over 50 million members. Express Scripts
 serves thousands of client groups, including managed-care organizations,
 insurance carriers, employers, third-party administrators, public sector,
 and union-sponsored benefit plans.
     Express Scripts provides integrated PBM services, including network-
 pharmacy claims processing, home delivery services, benefit-design
 consultation, drug-utilization review, formulary management, disease
 management, and medical- and drug-data analysis services. The Company also
 distributes a full range of injectable and infusion biopharmaceutical
 products directly to patients or their physicians, and provides extensive
 cost- management and patient-care services.
     Express Scripts is headquartered in St. Louis, Missouri. More
 information can be found at www.express-scripts.com, which includes
 expanded investor information and resources.
     Safe Harbor Statement
     This press release contains forward-looking statements, including, but
 not limited to, statements related to the Company's plans, objectives,
 expectations (financial and otherwise) or intentions. Actual results may
 differ significantly from those projected or suggested in any
 forward-looking statements. Factors that may impact these forward-looking
 statements include but are not limited to:
     -- uncertainties associated with our acquisitions, which include
        integration risks and costs, uncertainties associated with client
        retention and repricing of client contracts, and uncertainties
        associated with the operations of acquired businesses
     -- costs and uncertainties of adverse results in litigation, including a
        number of pending class action cases that challenge certain of our
        business practices
     -- investigations of certain PBM practices and pharmaceutical pricing,
        marketing and distribution practices currently being conducted by the
        U.S. Attorney offices in Philadelphia and Boston, and by other
        regulatory agencies including the Department of Labor, and various
        state attorneys general
     -- changes in average wholesale prices ("AWP"), which could reduce prices
        and margins, including the impact of a proposed settlement in a class
        action case involving First DataBank, an AWP reporting service
     -- uncertainties regarding the implementation of the Medicare Part D
        prescription drug benefit, including the financial impact  to us to the
        extent that we participate in the program on a risk-bearing basis,
        uncertainties of client or member losses to other providers under
        Medicare Part D, and increased regulatory risk
     -- uncertainties associated with U.S. Centers for Medicare & Medicaid's
        ("CMS") implementation of the Medicare Part B Competitive Acquisition
        Program ("CAP"), including the potential loss of clients/revenues to
        providers choosing to participate in the CAP
     -- our ability to maintain growth rates, or to control operating or
        capital costs
     -- continued pressure on margins resulting from client demands for lower
        prices, enhanced service offerings and/or higher service levels, and
        the possible termination of, or unfavorable modification to, contracts
        with key clients or providers
     -- competition in the PBM and specialty pharmacy industries, and our
        ability to consummate contract negotiations with prospective clients,
        as well as competition from new competitors offering services that may
        in whole or in part replace services that we now provide to our
        customers
     -- results in regulatory matters, the adoption of new legislation or
        regulations (including increased costs associated with compliance with
        new laws and regulations), more aggressive enforcement of existing
        legislation or regulations, or a change in the interpretation of
        existing legislation or regulations
     -- increased compliance relating to our contracts with the DoD TRICARE
        Management Activity and various state governments and agencies
     -- the possible loss, or adverse modification of the terms, of
        relationships with pharmaceutical manufacturers, or changes in pricing,
        discount or other practices of pharmaceutical manufacturers or
        interruption of the supply of any pharmaceutical products
     -- the possible loss, or adverse modification of the terms, of contracts
        with pharmacies in our retail pharmacy network
     -- the use and protection of the intellectual property we use in our
        business
     -- our leverage and debt service obligations, including the effect of
        certain covenants in our borrowing agreements
     -- our ability to continue to develop new products, services and delivery
        channels
     -- general developments in the health care industry, including the impact
        of increases in health care costs, changes in drug utilization and cost
        patterns and introductions of new drugs
     -- increase in credit risk relative to our clients due to adverse economic
        trends
     -- our ability to attract and retain qualified personnel
     -- other risks described from time to time in our filings with the SEC
     Risks and uncertainties relating to the proposed transaction that may
 impact forward-looking statements include but are not limited to:
     -- Express Scripts and Caremark may not enter into any definitive
        agreement with respect to the proposed transaction
     -- required regulatory approvals may not be obtained in a timely manner,
        if at all
     -- the proposed transaction may not be consummated
     -- the anticipated benefits of the proposed transaction may not be
        realized
     -- the integration of Caremark's operations with Express Scripts may be
        materially delayed or may be more costly or difficult than expected
     -- the proposed transaction would materially increase leverage and debt
        service obligations, including the effect of certain covenants in any
        new borrowing agreements.
     We do not undertake any obligation to release publicly any revisions to
 such forward-looking statements to reflect events or circumstances after
 the date hereof or to reflect the occurrence of unanticipated events.
     Important Information
     Express Scripts has filed a proxy statement and proxy supplement in
 connection with Caremark's special meeting of stockholders at which the
 Caremark stockholders will consider the CVS Merger Agreement and matters in
 connection therewith. Express Scripts stockholders are strongly advised to
 read that proxy statement and proxy supplement and the accompanying form of
 GOLD proxy card, as they contain important information. Express Scripts
 also intends to file a proxy statement in connection with Caremark's annual
 meeting of stockholders at which the Caremark stockholders will vote on the
 election of directors to the board of directors of Caremark. Express
 Scripts stockholders are strongly advised to read this proxy statement and
 the accompanying proxy card when they become available, as each will
 contain important information. Stockholders may obtain each proxy
 statement, proxy card and any amendments or supplements thereto which are
 or will be filed with the Securities and Exchange Commission ("SEC") free
 of charge at the SEC's website (www.sec.gov) or by directing a request to
 MacKenzie Partners, Inc., at 800-322-2885 or by email at
 expressscripts@mackenziepartners.com.
     In addition, this material is not a substitute for the prospectus/offer
 to exchange and registration statement that Express Scripts has filed with
 the SEC regarding its exchange offer for all of the outstanding shares of
 common stock of Caremark. Investors and security holders are urged to read
 these documents, all other applicable documents, and any amendments or
 supplements thereto when they become available, because each contains or
 will contain important information. Such documents are or will be available
 free of charge at the SEC's website (www.sec.gov) or by directing a request
 to MacKenzie Partners, Inc., at 800-322-2885 or by email 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, filed in connection with its 2006 annual meeting of stockholders.
 Additional information about the interests of potential participants is
 included in the proxy statement filed in connection with Caremark's special
 meeting to approve the proposed merger with CVS and will be included in any
 proxy statement regarding the proposed transaction. We have also filed
 additional information regarding our solicitation of stockholders with
 respect to Caremark's annual meeting on a Schedule 14A pursuant to Rule
 14a-12 on January 9, 2007.
     Investor Contacts:
     Edward Stiften, Chief Financial Officer
     David Myers, Vice President, Investor Relations
     (314) 702-7173
 
     Laurie Connell
     MacKenzie Partners, Inc.
     (212) 929-5500
 
     Media Contacts:
     Steve Littlejohn, VP, Public Affairs
     (314) 702-7556
 
     Joele Frank / Jamie Moser
     Joele Frank, Wilkinson Brimmer Katcher
     (212) 355-4449
 
 

SOURCE Express Scripts, Inc.