Summary
This Form 8-K filing from CVS Corporation (now CVS/Caremark Corporation) reports the definitive completion of the merger between CVS and Caremark Rx, Inc., effective March 22, 2007. This strategic combination creates a leading national pharmacy services company, significantly altering the corporate structure and governance. Caremark shareholders received 1.67 shares of CVS common stock for each Caremark share, with cash for fractional shares. The company has officially changed its name to CVS/Caremark Corporation and increased its authorized common stock to facilitate the transaction. This merger represents a major step in consolidating the pharmacy and pharmacy benefit management sectors. In conjunction with the merger, there have been changes to the Board of Directors. Two existing CVS directors, Thomas P. Gerrity and Alfred J. Verrecchia, resigned, while seven former Caremark directors were appointed to the CVS/Caremark Board. Additionally, Thomas M. Ryan stepped down as Chairman of the Board but remains President and CEO, with Edwin M. Crawford appointed as the new Chairman. These changes reflect the integration of the two entities and are crucial for investors to understand the new leadership and governance structure of the combined company.
Key Highlights
- 1Completion of the merger between CVS Corporation and Caremark Rx, Inc. effective March 22, 2007.
- 2CVS Corporation officially changed its name to CVS/Caremark Corporation.
- 3Caremark shareholders received 1.67 shares of CVS common stock per Caremark share.
- 4The authorized number of CVS common stock shares was increased from 1 billion to 3.2 billion.
- 5Seven former Caremark directors were appointed to the CVS/Caremark Board of Directors.
- 6Thomas M. Ryan resigned as Chairman of the Board, and Edwin M. Crawford was appointed as the new Chairman.
- 7The Caremark common stock was delisted from the New York Stock Exchange.