Caremark-RX and pharmacy chain CVS will merge as early as next week after what’s been a three-month bidding war for the Nashville-based pharmacy benefits manager. CVS shareholders signed off yesterday, and Caremark shareholders approved the 26-and-a-half billion dollar deal today.
Caremark officials said the merger was approved by an overwhelming majority of shareholders, but final totals have not been released.
There was no discussion at the special meeting this morning. But Brishen Rogers, who was there representing public union funds with a stake in Caremark, says he would have piped up if given the chance. His group and others allege that Caremark executives did not act in the best interest of stockholders and may be receiving backdated stock options in the CVS deal.
“And while the company says they’ve done investigation of this, they have not set up a special committee. They have not released that report publicly. Were I given a chance to speak, I would have called on the company to release that report publicly to assuage shareholder concerns that these directors may not act in their best interest once they’re on the CVS-Caremark board.”
Analysts have said the bidding process was flawed.
Rival pharmacy benefits manager Express Scripts made several larger, unsolicited offers to merge with Caremark which were rejected by company officials from the beginning.
The CVS-Caremark partnership is considered a breakthrough, with Caremark managing pharmacy benefits and CVS operating the country’s second largest pharmacy chain.
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