“We are not convinced that the process used by the company and the board to arrive at this deal resulted in shareholders receiving as big a stake as they deserve in the proposed, combined entity,” proxy advisory firm Glass Lewis wrote this afternoon to clients. “We are troubled that the Caremark directors faield to promote a competitive bidding or partnering process.”

“Shareholders only need to look at the recent sale of Equity Office Properties Trust to The Blackstone Group to understand the benefits of a frenzied bidding war….We feel the CVS deal should be rejected based on what appears to have been a flawed negotiating process.”

And so, Caremark shareholders should reject the offer from CVS and demand that Caremark’s board open the bidding to more parties. The rival bid from Express Scripts was described as “superior.”

How’s that for a reprimand of the Caremark board?

In the briefest of statements, Caremark ceo Mac Crawford said the PBM “disagrees” with Glass Lewis, and noted a special shareholder meeting to vote on the CVS deal is scheduled for Feb. 20.

[tags]Caremark, CVS, Express Scripts, Glass Lewis[/tags]