WALNUT CREEK, Calif., Sept. 14 /PRNewswire-FirstCall/ -- Longs Drug Stores Corporation ("Longs") today confirmed that it had received an unsolicited, non-binding expression of interest from Walgreens. The expression of interest suggests an offer of $75.00 per share in cash for all of Longs' outstanding shares and is subject to diligence and negotiating a definitive agreement. Longs' Board of Directors will consider the expression of interest, with the assistance of its financial and legal advisors, in accordance with the terms of its existing merger agreement with CVS Caremark Corporation. Longs urges its stockholders to defer making any determination with respect to the proposal from Walgreens.
Longs cautioned that no assurances can be given that the expression of interest from Walgreens will result in a transaction with Longs, at the price set forth in the expression of interest or otherwise. Longs' Board of Directors continues to recommend to its stockholders that they accept the tender offer by CVS Caremark and tender their shares of Longs in that tender offer.
About Longs Drug Stores
Headquartered in Walnut Creek, California, Longs Drug Stores is one of the most recognized retail drug store chains on the West Coast and in Hawaii. The Company operates 521 retail pharmacies and offers a wide assortment of merchandise focusing on health, wellness, beauty and convenience. Longs also provides pharmacy benefit management services and Medicare beneficiary prescription drug plans through its wholly-owned subsidiary, RxAmerica, LLC. Additional information about Longs and its services is available at http://www.longs.com/ and more information about RxAmerica is available at http://www.rxamerica.com/.
Forward-looking statements
This announcement contains certain forward-looking statements. These forward-looking statements may be identified by words such as 'believes', 'expects', 'anticipates', 'projects', 'intends', 'should', 'seeks', 'estimates', 'future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward- looking statements contained in this announcement, among others, the risks that the expression of interest from Walgreens will not result in a transaction with Longs, at the price set forth in the expression of interest or otherwise, regulatory and litigation matters and risks; risks that conditions to closing of the Company's transaction with CVS may not be satisfied and other risks to consummation of the Company's transaction with CVS, including the risk that the transaction will not be consummated within the expected time period.
Additional Information and Where to Find It
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Longs' common stock. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other related tender offer materials) filed by CVS Caremark with the Securities and Exchange Commission (SEC) on August 18, 2008. Longs filed a solicitation/recommendation statement with respect to the tender offer on Schedule 14D-9 on August 18, 2008. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the offer and Longs' Board of Directors recommendation of the tender offer, that should be read carefully before any decision is made with respect to the tender offer. The solicitation/recommendation statement and related materials may also be obtained for free by contacting (925) 979-3979.
For Longs Drug Stores: Joele Frank / Steve Frankel / Jamie Moser Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449
