CVS/CAREMARK CORP CVS

election_required = True...dered shares on the basis set forth below: • first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who: (1) tender all shares owned beneficially or of record (partial tenders will not qualify for this preference); and (2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. • third, only if necessary to permit us to purcha...

expiry = 2007-04-24...r to Purchase for Cash by CVS/CAREMARK CORPORATION of Up to 150,000,000 Shares of its Common Stock At a Purchase Price of $35.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED. CVS/Caremark Corporation, a Delaware corporation (“CVS/Caremark”, “we”, “us” or the “Company”), invites its stockholders to tender up to 150,000,000 shares of its common stock, $0.01 par value per shar...

listed = True...additional shares subject to applicable legal requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “CVS”. On March 7, 2007, the last full trading day before the announcement of the tender offer, the last reported sale price of the shares was $31.32 per share. On March 26, 2007, the last reported sale price of the shares was $34.62 per share. You are urged to obtain current market quotations for the shares. S...

mechanism = FIXEDEX-99.(A)(1)(I) 2 dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CVS/CAREMARK CORPORATION of Up to 150,000,000 Shares of its Common Stock At a Purchase Price of $35.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED. CVS/Caremark Corporation, a Delaware corporation (“CVS/Caremark”, “we”, “us” or the “Company”), invites its stockholders to tender up to 150,000,000 shares of its common s...

must_tender_all = True...found in the respective letters relating to their plans, sent to them separately. See Section 4. In what order will you purchase the tendered shares? We will purchase shares: • first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares and do not properly withdraw them before the expiration of the tender offer; and • third, only if necessary...

no_priority = True...TTER OF TRANSMITTAL MAY BE SUBJECT TO U.S. FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE GROSS PROCEEDS PAID TO THE STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE TENDER OFFER. SEE SECTION 3. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum number of the stock...

price = USD 35.0...OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CVS/CAREMARK CORPORATION of Up to 150,000,000 Shares of its Common Stock At a Purchase Price of $35.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED. CVS/Caremark Corporation, a Delaware corporation (“...

priority_conflicting = True...te more than 150,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares in the following order of priority: • first, from all holders of “odd lots” (holders of fewer than 100 shares) who properly tender all their shares and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares, other than stockholders who tender conditionally and whose conditions are not satisfied; and • third, only if necessary to permit us to purchase 1...

threshold = 100...tstanding common stock as of March 23, 2007, after giving effect to the exchange of all Caremark shares outstanding at the time of the merger. If more than 150,000,000 shares are tendered, all shares tendered will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1. How will CVS/Caremark pay for the shares? We...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CVS/CAREMARK CORPORATION of Up to 150,000,000 Shares of its Common Stock At a Purchase Price of $35.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 24, 2007, UNLESS THE...