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Inverness Medical Innovations Enters Into a Definitive Agreement to Acquire Matria Healthcare, Inc.
Date:1/28/2008

Inverness to Host Conference Call at 10 a.m. EST, January 28, 2008

WALTHAM, Mass., Jan. 28 /PRNewswire-FirstCall/ -- Inverness Medical Innovations (AMEX: IMA) and Matria Healthcare, Inc. (Nasdaq: MATR) today announced that they have entered into a definitive agreement pursuant to which Inverness will acquire all outstanding shares of common stock of Matria for $39.00 per share, payable $6.50 in cash plus $32.50 in convertible preferred stock of Inverness (convertible at $69.32, a premium of 30% over the prior five day closing average price of Inverness shares) or, at the election of Inverness, in cash. The convertible preferred stock, as more fully described in a summary filed on a Form 8-K this morning, will be issued in a tax- deferred transaction and provides for a three percent dividend. The total transaction consideration will be approximately $1.18 billion, consisting of approximately $900 million to acquire the Matria shares of common stock and assumption of approximately $280 million of Matria's indebtedness outstanding. The proposed transaction will take the form of an indirect acquisition through a merger of a newly formed, wholly-owned subsidiary of Inverness with and into Matria.

Matria, headquartered in Marietta, Georgia, is a national provider of health enhancement, disease management and high-risk pregnancy management programs and services. Through its Health Enhancement and Women's and Children's Health divisions, Matria provides services to more than 1,000 employers and managed care orga
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