Yesterday, Caremark’s Board of Directors unanimously rejected holding discussion with Express Scripts over its merger proposal and “affirmed its strong commitment to Caremark’s pending merger of equals with CVS Corp.” In a detailed press release, Caremark further explained that

As a result of having received antitrust clearance, integration planning for a CVS/Caremark merger is underway, assuring achievement of synergies starting in 2007. Caremark and CVS have filed a joint proxy statement with the Securities and Exchange Commission and are proceeding forward to a vote on the pending merger at special shareholders meetings to be held in the first quarter of this year.

The Caremark proxy statement for this shareholders meeting can be viewed on the SEC website. is publicly available CVS expressed its appreciation of the Caremark Board’s decision.

Express Scripts issued its own press release which seeks to rebut the Caremark Board’s rationale for rejecting its proposal and announcing that

Express Scripts intends to file a proxy statement in connection with Caremark’s special meeting of stockholders at which the Caremark stockholders will consider the CVS Merger Agreement and matters in connection therewith.