SOURCE: I-trax

November 28, 2007 09:00 ET

I-trax Acquiring ProFitness Health Solutions

Strategic Complement to CHD Meridian Healthcare's Service Offerings; Brings Resources to ProFitness Health Solutions' Clients

CHADDS FORD, PA--(Marketwire - November 28, 2007) - I-trax, Inc. (AMEX: DMX), the parent company of CHD Meridian Healthcare, the leading provider of workplace healthcare and pharmacy services, announced today that it has signed a definitive agreement to acquire ProFitness Health Solutions (PFHS) of Shelton, CT. The companies expect to close the transaction within 30 days.

ProFitness Health Solutions, a privately held company, provides employer-sponsored wellness and fitness programs, along with occupational health services, in 22 states and three Canadian provinces for more than 50 clients. With nearly 500 employees located at more than 100 fitness and health centers, PFHS also provides wellness services remotely to its clients' employees at a significant number of locations.

"Our research and client feedback consistently prove that gains in employee health and productivity are best driven by integrated health, wellness and fitness services at the workplace," said R. Dixon Thayer, chief executive officer of CHD Meridian Healthcare. "Trusted fitness and wellness professionals can produce significant increases in employee engagement and participation, which lead to improved program results and cost savings. We're looking forward to welcoming the PFHS associates and clients into CHD Meridian Healthcare.

"The demand for integrated health and wellness services at the workplace continues to grow at a rapid pace," Thayer added. "PFHS is an exceptional company and their services will enhance our differentiated offering to employers and further solidify our position as a leader in employee health and productivity. They have a strong history of providing superior value and service to their clients, a robust sales pipeline and an experienced, highly skilled management team supported by dedicated professionals."

ProFitness Health Solutions was founded in 1983 and provides comprehensive fitness and wellness program management, occupational health programming, sports and recreation services, and fitness center design, consulting and evaluation services. "Joining forces with CHD Meridian Healthcare is a win-win for our clients and for our associates," said Tom Sabia, president and chief operating officer of PFHS. "CHD Meridian brings financial strength, management experience, clinical and operational excellence and corporate resources that will benefit our clients, their employees and our associates. Culturally, our organizations are aligned and we're equally passionate about client and participant satisfaction."

The combined organization will serve more than 150 clients and will have more than 300 total site locations throughout the United States and Canada. "We have already identified and started working on some mutual client and proposal opportunities, which is strong early confirmation of the leverage we expect to achieve through this acquisition," I-trax Chairman Frank A. Martin said. "ProFitness Health Solutions will have approximately $13.5 million in revenue for 2007 with approximately $900,000 in earnings before interest, taxes, depreciation and amortization for the same period, and we anticipate significant growth in 2008."

The purchase price for the acquisition is $7,500,000, subject to certain adjustments as set forth in the definitive agreement. I-trax will deliver the purchase price as follows: $6,000,000 in cash; shares of I-trax common stock valued at $750,000; and a promissory note in the principal amount of $750,000. The shares will be held in escrow and the promissory note will be paid after I-trax completes its consolidated financial statements for 2008.

The companies are finalizing due diligence and an audit of PHFS's financial statements and have appointed a joint task force to integrate the organizations. The definitive agreement also remains subject to usual and customary closing conditions.

Consistent with its strategy of growth through both internal development and strategic acquisitions, I-trax continues to seek and identify other prospective acquisition candidates. Any other acquisition may be funded using a combination of existing cash resources and credit facilities, as well as, if required, new equity or debt financing. In pursuit of its strategy, I-trax has also signed a non-binding letter of intent to acquire another leading fitness and wellness company with revenue of approximately twice the amount of ProFitness. The letter of intent is subject to various conditions to closing, including due diligence, with further details to be provided upon the signing of a definitive agreement, although there can be no assurance that such a definitive agreement will be signed.

"This is an exciting time for our company and our clients," Martin said. "We believe that acquiring ProFitness Health Solutions will add to our projections for an already-strong organic growth rate in 2008. And it underscores our commitment to leading the industry in workplace healthcare and integrated wellness and fitness services."

About I-trax

I-trax is a leading provider of integrated workplace health and productivity management solutions. Serving 105 clients in 35 states, I-trax offers on-site health centers through its CHD Meridian Healthcare, LLC subsidiary, which delivers primary care, acute care corporate health, occupational health and pharmacy care management services, as well as integrated disease management, wellness and disability management programs. CHD Meridian is focused on making the workplace safe, helping companies achieve employer of choice status, and reducing costs while improving the quality of care received and the productivity of the workforce. Managing employer-sponsored health centers for over 40 years, some of CHD Meridian Healthcare's clients include: BMW, Coors Brewing Company, Coushatta Casino Resort, Deutsche Bank, Eastman Chemical, Fieldale Farms, Horizon Blue Cross Blue Shield of New Jersey, Lowe's, Toyota and UnumProvident. For more information, visit

Safe Harbor Statement: Statements regarding aspects of I-trax's business and its expectations as to the transaction with PFHS set forth herein or otherwise made in writing or orally by I-trax may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although I-trax believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from its expectations. Factors that might cause or contribute to such differences include, but are not limited to, whether I-trax and PFHS will in fact satisfy the conditions to closing and complete the transaction described in this press release, the ability of I-trax to integrate the PFHS businesses successfully, demand for PFHS's products and services, uncertainty of future profitability and changing economic conditions. These and other risks pertaining to I-trax are described in greater detail in I-trax's filings with the Securities and Exchange Commission including those on Forms 10-K and 10-Q.

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