Filed by AdvancePCS
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: AdvancePCS
Commission File No. 000-21447
On February 11, 2004, Caremark Rx, Inc. and AdvancePCS issued the following
joint press release:
Caremark Rx, Inc. and AdvancePCS Announce
U.S. Federal Trade Commission Clearance of Merger
NASHVILLE, Tenn. and IRVING, Texas--Feb. 11, 2004--Caremark Rx, Inc. (NYSE:
CMX) and AdvancePCS (Nasdaq: ADVP) today announced that the Federal Trade
Commission has closed its investigation of their proposed merger and granted
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. In addition, state attorneys general that requested
information have completed their review and closed their investigation of the
transaction. The transaction remains subject to additional closing conditions,
including shareholder approval.
The granting of early termination means that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 no longer prohibits consummation of Caremark's
proposed acquisition of AdvancePCS. This grant of early termination has been
published on the FTC's Internet site at http://www.ftc.gov.
On September 2, 2003, Caremark Rx and AdvancePCS announced the signing of a
definitive merger agreement. Under the terms of the definitive agreement,
Caremark Rx will acquire 100 percent of AdvancePCS outstanding stock.
AdvancePCS shareholders will receive value equivalent to 2.15 shares of
Caremark Rx stock for each AdvancePCS share, to be paid in Caremark Rx stock
(90 percent) and cash (10 percent). Following the transaction, Caremark Rx
shareholders will own approximately 58 percent of the combined company and
AdvancePCS shareholders will own approximately 42 percent of the combined
company on a fully diluted basis.
About Caremark Rx, Inc.
Caremark Rx, Inc. is a leading pharmaceutical services company, providing
comprehensive drug benefit services through its affiliate Caremark Inc. to
over 1,200 health plan sponsors and their participants throughout the U.S.
Caremark's clients include corporate health plans, managed care organizations,
insurance companies, unions, government agencies and other funded benefit
plans. The company operates a national retail pharmacy network with over
55,000 participating pharmacies, four state-of-the-art mail service
pharmacies, the industry's only FDA-regulated repackaging plant and nineteen
specialty distribution mail service pharmacies for delivery of advanced
medications to individuals with chronic or genetic diseases and disorders.
About AdvancePCS
AdvancePCS (www.advancepcs.com) is the nation's leading provider of health
improvement services. AdvancePCS offers health plans a wide range of health
improvement products and services designed to improve the quality of care
delivered to health plan members and manage costs.
The company's capabilities include integrated mail service and retail pharmacy
networks, innovative clinical services, customized disease management
programs, specialty pharmacy, outcomes research, information management,
prescription drug services for the uninsured and online health information for
consumers. AdvancePCS clients include Blue Cross and Blue Shield
organizations, insurance companies and HMOs, Fortune 500 employers,
Taft-Hartley groups, third-party administrators, state and local governments,
and other health plan sponsors.
AdvancePCS is listed as both a Fortune 500 and a Fortune 500 Global company.
AdvancePCS is ranked by Fortune magazine as one of America's 100
fastest-growing public companies and is included on the Forbes Platinum 400
list of best big companies. AdvancePCS earned the No. 3 spot on the Barron's
500 list of best performing companies.
Safe Harbor Statement
This press release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the
Securities Exchange Act of 1934, both as amended by the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations of management of both companies. There are a number of risks and
uncertainties that could cause actual results to differ materially. You are
cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date stated, or if no date is stated, as of the
date of this press release.
Additional information about Caremark Rx is available on the World Wide Web at
http://www.caremark.com. Additional information about AdvancePCS is available
on the World Wide Web at http://advancepcs.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Caremark has filed with the SEC a registration statement on Form S-4 that
includes a joint proxy statement/prospectus and other relevant documents in
connection with the proposed merger transaction. Investors and security
holders of Caremark Rx and AdvancePCS are urged to read the joint proxy
statement/prospectus and other relevant materials because they contain
important information about Caremark Rx, AdvancePCS and the proposed
transaction. Investors and security holders may obtain a free copy of these
materials and other documents filed with the SEC at the SEC's website at
www.sec.gov. A free copy of the joint proxy statement/prospectus may also be
obtained from Caremark Rx, Inc., 211 Commerce Street, Suite 800, Nashville, TN
37201 or AdvancePCS, 750 West John Carpenter Freeway, Suite 1200, Irving, TX
75039.
Caremark Rx, AdvancePCS and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed merger transaction.
Information about the directors and executive officers of Caremark Rx and
their ownership of Caremark Rx shares is set forth in the proxy statement for
Caremark Rx's 2003 annual meeting of stockholders. Information about the
directors and executive officers of AdvancePCS and their ownership of
AdvancePCS stock is set forth in the AdvancePCS's fiscal 2003 10K-A Amendment
No. 2. Investors may obtain additional information regarding the interests of
such participants by reading the joint proxy statement/prospectus.