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Accipiter Capital Management Opposes Acquisition of VistaCare, Inc. by Odyssey Healthcare, Inc.
Date:2/7/2008

TDA margins by the end of fiscal year 2008 -- a goal that, based on comments made by management during the Company's fourth quarter conference call held on December 11, 2007, the Company appears on track to accomplishing. On this call, Rick Slager, VistaCare's CEO, lauded the Company's progress, specifically citing the Company's reduced headcount and the realization of $17 million of the $29 million annualized net benefits targeted in the Restructuring. Mr. Slager further noted "the trends continue to be positive" and that the benefits of the Restructuring "will take several quarters to be fully realized."

Given VistaCare's current progress and positive outlook regarding the Restructuring, Accipiter believes the market would continue to recognize these results over the next several quarters and reward the Company's stockholders with a stock price far in excess of the Purchase Price. At the very least, we believe the 21% restructuring discount applied by RA Capital was too high and harmed stockholders.

Based on our own calculations and the Company's progress regarding the Restructuring, we believe that VistaCare should conservatively be valued at $11.50 per share. First, we estimate that VistaCare will achieve calendar year 2009 revenues of $250 million based on the fourth quarter of fiscal year 2007 revenue run-rate of $245 million, less annualized revenues of $10 million due to site closures occurring during and after the fourth quarter. With $235 million in revenue as a base, we assume a 3% revenue growth per year, primarily due to market basket updates and slight ADC growth. Therefore, using VistaCare's own 10% EBITDA margin goal, we believe 2009 EBITDA should approach $25 million. Additionally, we note that VistaCare's competitors, Chemed Corporation and Odyssey, trade at 7.9x and 6.4x projected 2009 EBITDA, respectively. Applying the mid-point of that range, or a 7.2x EBITDA multiple, to our estimate of VistaCare's 2009 EBITDA yields, we calculate
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SOURCE Accipiter Capital Management
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