Exhibit 2.3
[CVS Letterhead]
January 16, 2007
Caremark Rx, Inc.
211 Commerce Street
Suite 800
Nashville, TN 37201
Attention: General Counsel
Facsimile No.: (615) 743-6611
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Re:
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Agreement
and Plan of Merger dated as of November 1, 2006 (as the same
has been amended on the date of this waiver and the same may be
hereafter amended in accordance with its terms, the “
Merger Agreement ”) among Caremark Rx, Inc., a
Delaware corporation (“ Caremark ”), CVS
Corporation, a Delaware corporation (“ CVS ”),
and Twain MergerSub Corp., a Delaware corporation and a wholly
owned subsidiary of CVS (“ MergerSub
”)
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Ladies &
Gentlemen:
CVS hereby grants a waiver to
Caremark from the restrictions set forth in Section 6.01(b) of
the Merger Agreement to permit Caremark to pay a one-time,
extraordinary cash dividend to holders of record (collectively, the
“ Relevant Record Holders ”) of Caremark Stock
in the amount of $2.00 per share of Caremark Stock held by each
such holder on the applicable record date (as determined in
accordance with applicable law and the rules of the New York Stock
Exchange, but in all events before the Effective Time) (the “
Conditional Dividend Record Date ”), which dividend
(the “ Conditional Extraordinary Dividend ”)
shall be declared prior to the Caremark Stockholder Meeting, but
shall only become payable, and such payment shall be conditioned,
upon the occurrence of the Effective Time.
In consideration of this waiver,
Caremark hereby agrees to declare, and Caremark shall declare, the
Conditional Extraordinary Dividend at such time as determined by
the Caremark board of directors after the date of this waiver, but
in all events before the Caremark Stockholder Meeting (which
dividend shall be paid on and after the Effective Time), in each
case on the terms and subject to the conditions set forth in the
preceding paragraph. Furthermore, the parties hereto agree that, on
and after the Effective Time, each Relevant Record Holder shall be
entitled to
receive the Conditional Extraordinary Dividend
in respect of each share of Caremark Stock held by each such holder
on the Conditional Dividend Record Date, in addition to any Merger
Consideration that such Relevant Record Holder shall be
entitl
