The dust continued to settle yesterday over the CVS Corp.-Caremark Rx Inc. merger plan — and the longer it takes, the harder and costlier it could be for the two companies to complete their deal, said some observers.

On Friday, a Delaware judge ordered Caremark — a Tennessee-based pharmacy benefits manager — to provide more information on matters raised by plaintiffs in a lawsuit intended to block the merger with CVS.

In response, Caremark assured its shareholders Saturday that they have the right to seek a court’s intervention if they are concerned about the deal with Woonsocket-based CVS. Caremark also sent notice that $35 million in payments to its investment bankers is contingent on their favorable recommendations about the merger with CVS. Caremark, of Nashville, also said it had delayed a shareholder vote on the merger proposal to March 16, from March 9.

That delay will give rival Express Scripts Inc. more time to counter the CVS bid and give Caremark shareholders who’ve questioned the merger more time to kill the deal between CVS and Caremark, said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware.

“Time is the enemy of the [CVS-Caremark] transaction,” Elson said.

It was a point supported by equity analysts at Wachovia Capital Markets in a research note to investors.

“The delayed vote will give Express Scripts enough time to hear from the [Federal Trade Commission] about whether its potential acquisition of [Caremark] would be approved . . . FTC approval would strengthen [Express Scripts] offer,” the analysts said late Friday.

In a ruling released earlier that day, Chancellor William Chandler III, of the Delaware Chancery Court, said stockholders have a right to an appraisal of their shares’ value. He was sharply critical of Caremark’s board, saying directors’ disclosures showed a “supine acceptance” of CVS’s original $21-billion bid and “a certain indifference” to the idea that Caremark shareholders are entitled to the highest possible price for their stock.

A board of directors is supposed to act in shareholders’ interests and counter the impulses of executives who might craft deals primarily to enrich themselves, said Paul Hodgson, a senior research associate with The Corporate Library, a Maine company that analyzes executive and director compensation in the United States.

“I don’t think it should be too optimistic to expect a board [of directors] to be completely agnostic and independent — that’s what they’re there for,” Hodgson said.

All the maneuvering has driven up CVS’s offer to $25.7 billion. That includes a $6 per-share dividend Caremark shareholders would receive immediately after they approve the merger with CVS. Express Scripts has offered $26.8 billion for Caremark.

Chandler’s ruling, while not killing the CVS deal, is a cue to Caremark to go back and get the best possible deal for shareholders, Elson said.

Elson’s interpretation was echoed by a representative of CtW Investment Group, which advises union pension funds. CtW has also criticized Caremark’s management and directors on how they’ve handled the merger talks.

Michael Garland, a CtW representative, said Caremark doesn’t appear to be accepting Chandler’s prod.

“Rather than take the court’s censure as a cue to go back to the drawing board and run a process that truly maximizes shareholder value, the board chose to respond with the minimum disclosure required on Feb. 24 in order to rush into a special shareholder meeting on March 16,” Garland said in an e-mail yesterday to The Providence Journal.

The date of the shareholder meeting appears timed to keep the CVS deal alive rather than to set up open bidding for Caremark, he said.

“They’re moving very aggressively here,” Garland said in a phone interview. “The process here stank.”

In a statement released yesterday, CVS said it’s ready to complete the Caremark deal.

“Having already received antitrust clearance, we are poised to close our merger mid-March immediately following the vote of CVS and Caremark shareholders,” said Tom Ryan, the company’s chairman, president and chief executive officer.

CVS has not set a new date for its shareholder vote on the merger.

pgrimald@projo.com