Parlux, Caremark Takeover Flaps Heat Up
NEW YORK — Two corporate takeover sagas involving Caremark Rx Inc. and Parlux Fragrances Inc., showed no signs of abating Tuesday.

CVS's high stakes battle with Express Scripts Inc. produced a $25 billion offer Tuesday from Express Scripts for all outstanding shares of Caremark Rx shares.

In CVS/Caremark developments, Express Scripts, which, like Caremark, is a pharmacy benefits manager, is offering Caremark stockholders $29.50 in cash and 0.426 shares of Express Scripts stock for each share of Caremark stock, or $56.87 per share.

The hostile takeover bid represents a 7 percent premium over the current value of the CVS/Caremark merger, according to Express Scripts.

The merger proposal involving CVS and Caremark is an all-stock deal structured so that Caremark shareholders would receive 1.67 shares of CVS for each share of Caremark. CVS stockholders are to own 54.5 percent of the combined company and Caremark shareholders are to own 45.5 percent.

Express Scripts' exchange offer is set to expire Feb. 13 and CVS expects to complete its merger with Caremark later in the quarter.

Last week, Caremark's board rejected a $26 billion buyout bid from Express Scripts. A subsequent lawsuit was filed in Delaware in an effort to void a $675 million breakup fee in Caremark's merger agreement with the drugstore chain.

CVS shares traded down 0.47 percent to close at $31.79 Tuesday, while Caremark saw its shares slip 0.9 percent to $56.30.

Meanwhile, in the other contest, Parlux, based in Ft. Lauderdale, Fla., urged shareholders to reject a proposal by stockholder Glenn H. Nussdorf to, as Parlux contends, "remove without cause all members of [Parlux's] board of directors."

Parlux said in a letter to Nussdorf that, while the firm is not for sale, it would consider a "bona-fide" acquisition offer if Nussdorf were to make one. Instead, Nussdorf, who owns about 12 percent of Parlux, plans to oust Parlux's board and replace the board with five nominees and himself.

Parlux maintained in a letter to shareholders that, "If successful, Mr. Nussdorf would take control of your company without paying you any control premium for your shares." The firm added, "While the company has been working through some challenges over the past several months, we are optimistic in our core brand portfolio's growth prospects."

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