Accipiter Capital Management Reaffirms Its Opposition to the Acquisition of VistaCare, Inc. by Odyssey Health...(by the increase in the cash net of Vista...),Health

Date:2/13/2008

by the increase in the cash net of VistaCare's Medicare cap liability from $18 million on September 30, 2007 to $23 million on December 31, 2007. Based on these results we believe VistaCare is effectively being purchased for $7.20 per share in enterprise value, $0.30 lower than our previous estimate. In fact, these results have further convinced us that had VistaCare not agreed to a takeover, the Company's stock price would currently be well ahead of the $8.60 per share purchase price being offered by Odyssey.

Although we are pleased with VistaCare's restructuring success so far, we are also troubled by the Company's disclosure in the 10-Q relating to inconsistencies between management's internal analysis of the Restructuring's progress versus the information the Company's management disclosed to investors. For example, as first publicly disclosed in the Recommendation, on November 14, 2007, management noted to the Board that the estimated benefits of the Restructuring would not be realized as soon as initially projected and, therefore, fiscal 2008 projected financial targets may be lower than forecasted. However, management made no mention of this on their quarterly conference call, held on December 11, 2007. In fact, on that particular call Rick Slager, VistaCare's Chief Executive Officer, spoke positively about the Company's turnaround progress, stating, "[w]e made substantial progress towards achieving the goals of our restructuring plan during this fiscal fourth quarter." Additionally, when Henry Hirvela, VistaCare's Chief Financial Officer, was asked about the Company's goal of 10% EBITDA for the fourth quarter of fiscal 2008, he responded, "I think that is pretty much the guidance that we are going to be staying with as we go forward." We call on the Board to explain these inconsistencies to investors.

We are also troubled by other recent actions taken by management. In particular,

-- We note that VistaCare waited to disclose tha
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SOURCE Accipiter Capital Management Copyright©2008 PR Newswire. All rights reserved

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