CHEMED CORP acquires VITAS Healthcare Corporation

CHEMED CORP acquired VITAS Healthcare Corporation for approximately $406 million, a transaction completed in February 2004, structured as all cash ($30.00 per VITAS share, including refinancing of existing VITAS debt).

VITAS Healthcare Corporation operates in VITAS Healthcare (hospice / end-of-life care), is based in Miami, Florida (25 hospice programs across multiple states). VITAS Healthcare Corporation, a pioneer and leader in the hospice movement since 1978, is the nation's largest provider of end-of-life care. Headquartered in Miami, Florida, VITAS operated 25 hospice programs at the time of the deal. Roto-Rooter Inc. (Chemed's predecessor name) already held common shares representing approximately 37 percent of VITAS through its Comfort Care Holdings subsidiary, and acquired the portion it did not already own.

"The acquisition of VITAS will enable Roto-Rooter shareholders to realize the full benefit of an investment made more than a dozen years ago. Roto-Rooter will now recognize 100% of the revenues and earnings of VITAS."

Largest provider of end-of-life care in the U.S.; a hospice platform that became Chemed's dominant business segment. Operated as VITAS Healthcare Corporation, a wholly owned subsidiary

The acquisition of VITAS will enable Roto-Rooter shareholders to realize the full benefit of an investment made more than a dozen years ago. Roto-Rooter will now recognize 100% of the revenues and earnings of VITAS. We are pleased to welcome the VITAS employees into the Roto-Rooter family of companies and look forward to VITAS' continued success.Kevin J. McNamara, President and Chief Executive Officer, Roto-Rooter Inc.

Advisory firms were not disclosed for this transaction.

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