Longs Issues Statement
23 Septembre 2008 - 1:30PM
PR Newswire (US)
WALNUT CREEK, Calif., Sept. 23 /PRNewswire-FirstCall/ -- Longs Drug
Stores Corporation ("Longs") (NYSE:LDG) today issued the following
statement in response to the Walgreens (NYSE:WAGNASDAQ:WAG)
announcement: As we indicated on September 17, the Longs Board of
Directors determined not to furnish information to, nor have
discussions and negotiations with Walgreens. The Walgreens letter
of September 22 has no changes to its unsolicited, non-binding
expression of interest. In making its determination, the Longs
Board considered, among other factors, the following: -- Walgreens
previously reviewed the potential for a transaction with Longs and
was not and is not now proposing to accept inherent regulatory
risks; -- Walgreens has not presented a clear roadmap to
completion; -- Walgreens is not proposing to compensate Longs
stockholders for delays in consummating a transaction; -- Walgreens
assumes limited antitrust risk and does not provide comparable
certainty of consummation to the CVS Caremark transaction; and --
The Walgreens expression of interest is non-binding, conditioned on
diligence and is not financed. Longs cautioned that Walgreens has
given no assurances that the expression of interest 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.
Wachtell, Lipton, Rosen & Katz is acting as legal advisor to
Longs, and JPMorgan is acting as financial advisor. 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 DATASOURCE: Longs Drug
Stores CONTACT: Joele Frank, Steve Frankel or Jamie Moser, all of
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449, for Longs
Drug Stores Web site: http://www.longs.com/
http://www.rxamerica.com/
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