Trustmark Mutual Holding to acquire HealthFitness for over $96M

Trustmark Mutual Holding Company and Health Fitness Corporation (NYSE Amex: FIT) today announced a definitive merger agreement, pursuant to which Trustmark will acquire HealthFitness, an award-winning provider of integrated health and fitness management services, in an all-cash transaction valued at approximately $97 million.

Under the terms of the agreement, Trustmark, through a subsidiary, will commence a tender offer to purchase all outstanding shares of HealthFitness common stock at $8.78 per share in cash. The tender offer price represents a premium of approximately 22% over the closing share price of HealthFitness common stock on January 20, 2010, the last trading day prior to today's announcement, and a premium of approximately 23% over HealthFitness' $7.12 average closing share price for the 30 trading days ended January 20, 2010. The tender offer is conditioned on the tender of a majority of the outstanding shares of HealthFitness common stock, calculated on a fully diluted basis, and other customary closing conditions.

The independent members of the HealthFitness Board of Directors have unanimously approved the merger agreement and are recommending HealthFitness' shareholders adopt the agreement.

The transaction is expected to close in the first quarter of 2010, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The corporate headquarters of HealthFitness will remain in Bloomington, Minnesota, and the company's current leadership team will retain ongoing responsibility for HealthFitness' daily operations.

"In HealthFitness, Trustmark has found a company that fits exceptionally well with Trustmark's strategy to build on and leverage our existing healthcare management, data analytics, and healthcare advocacy services," said Dave McDonough, Trustmark Chief Executive Officer. "Our knowledge of the healthcare system and experience in complex case management complement their expertise in wellness and fitness. Together, we have the foundation for a broad spectrum of innovative and proven services that help people improve their health, navigate a complex healthcare system, and reduce medical costs. In addition, HealthFitness and several Trustmark divisions share similar target markets. This will strengthen our sales pipeline and enable us to be more effective in helping our customers reach their goals. For example, our experience in one-on-one enrollment of voluntary benefits has the potential to increase employee participation rates in health management and wellness programs."

"HealthFitness' Board of Directors and executive team carefully considered Trustmark's offer and unanimously approved and endorsed this transaction," said Mark W. Sheffert, Chairman of HealthFitness' Board of Directors. "We are very pleased to accept Trustmark's offer, which represents a significant premium for HealthFitness shareholders."

"When Trustmark approached HealthFitness, it was immediately evident they had put a great deal of thought and research into their total population health strategy, and that the goals and cultures of the two companies align nicely," said Gregg Lehman, Ph.D., HealthFitness President and Chief Executive Officer. "We have developed a great platform at HealthFitness, and our history of growth in the health management market gives us confidence that our success will continue when we join the Trustmark family. We are excited that Trustmark's resources and our combined distribution channels will support our mission -- on a greater scale than possible before -- of improving the health and wellbeing of the people we serve."

McDonough noted that the HealthFitness Research, Development and Outcomes (RDO) Division and independent Science Advisory Board were especially valuable strengths. "Employers are looking for solutions that deliver measurably improved health outcomes and solid returns on investment," said McDonough. "HealthFitness applies those metrics to every program. Furthermore, the RDO Division will help us accelerate product development to better serve existing Trustmark and HealthFitness customers, as well as win new clients."