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MMI Investments, L.P. Calls on Chemed Board to Pursue a Tax-Free Spin-Off of One of Its Two Businesses
Date:2/12/2009

meantime to discuss our views in greater detail. I can be reached at (212) 586-4333.

Sincerely,

Clay Lifflander

cc: David Williams, Chief Financial Officer

    Potential Spin-Off Value Assuming Trading Comp Multiples
    ($in millions, except per share data)

                              Vitas (a)    Roto-Rooter (a)         TOTAL
                          2008      2009    2008    2009      2008      2009
    Spin-Off Valuation
    ------------------
    Adjusted EBITDA (b) $104.8    $115.2   $56.9   $54.8    $161.7    $170.1

    Trading Comp
     Multiples (c)        9.1x      7.5x   11.7x   11.1x     10.0x      8.7x

    Implied Enterprise
     Value              $953.7    $864.3  $665.4  $608.5  $1,619.1  $1,472.8

    Net Debt (cash) (d)  210.4     210.4       -       -     210.4     210.4

    Shares                22.8      22.8    22.8    22.8      22.8      22.8

    Equity Value per
     Share              $32.58    $28.66  $29.16  $26.67    $61.74    $55.33


    Potential Spin-Off Value Assuming Transaction Multiples
    ($in millions, except per share data)

                              Vitas (a)    Roto-Rooter (a)          TOTAL
                          2008      2009    2008     2009       2008      2009
    Spin-Off Valuation
    ------------------
    Adjusted EBITDA (b) $104.8    $115.2   $56.9    $54.8     $161.7    $170.1

    Transaction
     Multiples (e)       10.8x      9.8x   12.1x    11.7x      11.3x     10.4x

    Implied Enterprise
     Value            $1,131.9  $1,129.4  $688.1   $641.4   $1,820.1  $1,770.8

    Net Debt (cash) (d)  210.4     210.4       -        -      210.4     210.4

    Shares                22.8      22.8    22.8     22.8       22.8      22.8

    Equity Value per
     Share              $40.38    $40.27  $30.16   $28.11     $70.54    $68.38


    Notes:
    (a) Assumes a ta
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SOURCE MMI Investments, L.P.
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For the quantitative determination of Inorganic Phosphorus in serum. Linearity: 12.0 mg/dl....
Amylase (EPS-G7, kinetics), Wavelength: 405 nm. Linear range; 5-1500 IU/L....
For the kinetic quantitative determination of g-Glutamyl Transferase in serum for manual and/or automated procedures....
Intended for the quantitative determination of alphaamylase activity in serum. Single vial, dry powder reagent. Reaction: Kinetic. Wavelength: 405 nm. Linearity: 2000 U/L at 37C....
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