The PBM is struggling to hit back in the war over Caremark. Express Scripts just released this statement from PROXY Governance, a shareholder advisory firm, which thinks the CVS bid for Caremark is just plain awful and an affront to shareholder sensibility:

“We question whether Caremark’s management and board negotiated the best deal for shareholders. The merger agreement contains onerous deal protection measures and the process appears to have been aimed at discouraging other bidders rather than eliciting the best price for shareholders…

“We believe there is compelling evidence that the negotiation process for this deal was flawed. Typically, we would expect more extensive negotiations for a better price prior to the merger announcement… We have concerns over the board’s objectivity and willingness to consider all possible combinations that could deliver enhanced value for shareholders…”

This may not amount to very much, though. Earlier today, Caremark trumpeted a statement saying Institutional Shareholder Services, a very influential advisory firm, flip-flopped and now backs the CVS bid. This is a big win for CVS:

“The current CVS offer value is almost 9 percent higher than the value at the time of our original recommendation and implies a 26 percent premium over the Caremark share price the day prior to the first announcement…we conclude that Caremark shareholders should now support the transaction.”

Here is…
the complete Express Scripts statement;
the earlier Express Scripts statement about ISS;
the CVS statement about ISS;
The Caremark statement containing ISS backing;
Today’s column from TheStreet.com.[tags]Caremark, CVS, Express Scripts, PBM[/tags]