Matria Healthcare Announces Agreement To Acquire Miavita

MARIETTA, Ga., March 9 /PRNewswire-FirstCall/ -- Matria Healthcare, Inc. announced today the signing of a definitive agreement to acquire the business of Miavita LLC, a leading national provider of on-line health and wellness solutions.

Founded in 1999, privately held Miavita has developed a proprietary suite of interactive programs that help individuals take active roles in improving their health and quality of life. Miavita’s Healthy Living Programs are delivered on the Internet and tailored for each individual user, based on personal taste, health risks and lifestyle. Miavita’s customers include major healthcare companies and employers seeking to engage their members and employees in actively managing -- and improving -- their health.

Miavita’s programs provide a unique personalized “curriculum” that helps each participant gradually make the changes necessary for a healthier lifestyle. Users select from customized programs that address healthy weight loss and long-term weight management, nutrition and diet, exercises for improving fitness, strategies to relieve and manage stress, and science-based lifestyle changes and strategies for managing the risk factors that lead to chronic diseases and other preventable conditions. Other Miavita programs include healthy aging, cancer fighting, healthy heart, diabetes fighting, smoking cessation and customized programs based on individual goals and interests. Miavita is accredited by URAC, the leading standards organization for web-based health programs.

Parker H. Petit, Matria’s Chairman and Chief Executive Officer, stated, “Health and wellness programs can be effective components of successful disease management and overall health enhancement. We are very excited to join with the nation’s premier provider of personal health management services. Miavita’s web-based programs will be complemented by Matria’s clinical management capabilities and combined with Matria’s sophisticated health risk assessment tool to provide a ‘one-stop-shop’ continuum of care to our clients. Miavita’s programs will also be integrated with Matria’s technology platform, enabling the measurement of outcomes across the entire care continuum. Employers and health plans are aggressively pursuing ways to reduce lifestyle-related healthcare costs. The addition of Miavita’s Healthy Living programs to Matria’s health enhancement programs will create greater opportunities for us to help our clients reduce the escalating costs of healthcare.”

Miavita’s CEO Kathryn Creech commented, “Both companies share a commitment to state-of-the-art technology. Miavita’s leverage of the dynamic personalization capabilities of the internet to successfully deliver its Healthy Living Programs has driven strong client support and high rates of member use and satisfaction. Matria’s sophisticated TRAX(TM) technology has increased their ability to deliver compelling returns on investment and outcomes improvements to their clients, and has clearly differentiated them in the disease management market.”

The acquisition of Miavita is expected to be completed on April 1, 2005. Matria expects to pay approximately $5 million in cash at the closing with potential additional amounts to be paid under earnout arrangements.

CONFERENCE CALL

The Company will host a conference call to discuss the transaction on Thursday, March 10, 2005 at 10:30 a.m. Eastern Standard time. A listen only simulcast followed by a 30-day replay of the conference call will be available online at http://www.matria.com/ and http://www.fulldisclosure.com/ on March 10, 2005 beginning at 12 p.m. Eastern Standard time.

ABOUT MIAVITA

Miavita’s wellness programs empower individuals with the targeted interactive, personalized tools they need to make decisions and adopt new behaviors that reduce the risk of disease and other preventable conditions. Through the company’s Healthy Living Programs, Miavita helps employers reduce health care costs by engaging employees and their families in healthy and nutritious new lifestyles.

ABOUT MATRIA HEALTHCARE

Matria Healthcare is the leading provider of comprehensive disease management programs to health plans and employers. Matria manages the chronic disease and episodic conditions representing the greatest cost to the healthcare system ... diabetes, cardiovascular diseases, respiratory disorders, high-risk pregnancy, cancer, chronic pain and depression. Headquartered in Marietta, Georgia, Matria has more than 40 offices in the United States and internationally. More information about Matria can be found on-line at http://www.matria.com/.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements. Such statements include but are not limited to the ability to integrate Miavita with Matria’s programs and technology and the impact of providing a one-stop-shop continuum of care, enabling the measurement of outcomes across the care continuum and creating greater opportunities for Matria to help clients reduce escalating healthcare costs. These statements are based on current information and belief, and are not guarantees of future performance. Matria and Miavita cannot and do not guarantee or predict the outcomes of any participant in the Company’s programs or services. Among the important factors that could cause actual results to differ materially from those indicated by such forward- looking statements include the failure of the integration of Miavita into Matria to provide a one-stop-shop continuum of care, enable the measurement of outcomes across the care continuum and create greater opportunities for Matria to help clients reduce escalating healthcare costs, failure of Miavita’s internet capabilities to continue to deliver strong client support and high rates of member use and satisfaction, failure of Matria’s technology to continue to deliver compelling returns on investment and outcomes improvements to its clients, delays or problems in implementation of new disease management contracts, failure to convert awards of disease management business into implemented contracts, decreased employer and health plan interest in or demand for the company’s disease management programs, developments in the healthcare industry, third-party actions over which Matria does not have control, regulatory requirements applicable to Matria’s business and the risk factors detailed from time to time in Matria’s periodic reports and registration statements filed with the Securities and Exchange Commission, including Matria’s Annual Report on Form 10-K for the year ended December 31, 2003. By making these forward-looking statements, Matria does not undertake to update them in any manner except as may be required by Matria’s disclosure obligations in filings it makes with the Securities and Exchange Commission under the federal securities laws.

Matria Healthcare, Inc.

CONTACT: Steve Mengert, Chief Financial Officer of Matria Healthcare,Inc., +1-770-767-4500