It may end up being largely symbolic, but Calpers, the country’s biggest pension fund and a major force on corporate governance issues, said it voted its shares against drugstore chain CVS’s $23.5 billion acquisition of drug-benefits manager Caremark Rx. Objecting from both sides of the deal, Calpers said it opposed the transaction with its 3.1 million CVS shares and 2.1 million Caremark shares. Nevertheless, CVS shareholders approved the deal Thursday, leaving Friday’s vote by Caremark shareholders as the final hurdle.
The deal has been roiled by controversy from the beginning, especially after Express Scripts, a Caremark rival, made a competing, cash-and-stock bid. The CVS offer is in stock, with a special cash dividend to Caremark shareholders.
Express Scripts is fighting until the end. In a press release Thursday, the company said it is “absolutely committed to increasing our offer” for Caremark, if it can identify at least $500 in additional synergies from such a merger. To do that, it said it would need to conduct due diligence, which it claims Caremark has not allowed.
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