Securities: Backdating Played Part in CVS Deal

Caremark Rx directors say a large part of their support for a merger with CVS Corp. came because the merger offered them protection against allegations of options backdating, says a lawsuit filed by Express Scripts. Express Scripts says that Caremark directors violated their fiduciary duties by supporting the CVS-Caremark merger.

Express Scripts says backdating plays part in CVS deal

The lawsuit was filed in Delaware Chancery Court and says that a $675 million break-up fee and other parts of the CVS-Caremark deal caused Caremark's board not to act in the best interest of shareholders. Express Scripts hopes that the court with find the merger unlawful and void the deal. Caremark is the U.S.'s number 2 pharmacy-benefits manager and CVS is the U.S.'s number 2 retail-drug chain. The merger planned to combine the $21 billion in stocks of the two companies to create a new dynamic in the pharmaceutical business. Express Scripts is the U.S.'s number 3 pharmacy-benefits manager.