Trustmark to acquire Health Fitness Corp.

Lake Forest-basedTrustmark Mutual Holding Company announced Thursday that it will acquire HealthFitness, an award-winning provider of integrated health and fitness management services, in an all-cash transaction valued at approximately $97 million.

Under the terms of the agreement, Trustmark, through a subsidiary, will commence a tender offer to purchase all outstanding shares of HealthFitness common stock at $8.78 per share in cash. The tender offer price represents a premium of approximately 22 percent over the closing share price of HealthFitness common stock on January 20.

The independent members of the HealthFitness board of directors have unanimously approved the merger agreement and are recommending HealthFitness' shareholders adopt the agreement.

The transaction is expected to close in the first quarter of 2010.

The corporate headquarters of HealthFitness will remain in Bloomington, Minnesota, and the company's current leadership team will retain ongoing responsibility for HealthFitness' daily operations.

HealthFitness is a provider of integrated employee health improvement services to Fortune 500 companies, the health care industry and individual consumers. With 30-plus years of experience, HealthFitness partners with employers to effectively manage health care and productivity costs by improving individual health and well being.