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ABOUT USIn The NewsTrustmark and HealthFitness Announce Early Termination of Hart-Scott-Rodino Waiting PeriodLAKE FOREST, IL and MINNEAPOLIS, MN, Feb. 5, 2010 – Trustmark Mutual Holding Company and Health Fitness Corporation (NYSE AMEX: FIT) today announced that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in connection with Trustmark’s proposed acquisition of HealthFitness. On January 21, 2010, the companies previously announced a definitive agreement whereby Trustmark would acquire HealthFitness in a cash tender offer and subsequent merger for approximately $97 million on a fully diluted basis. Trustmark, through its wholly owned subsidiaries Trustco Holdings, Inc. and Trustco Minnesota, Inc., commenced a cash tender offer to purchase all outstanding shares of HealthFitness common stock on January 26, 2010. The tender offer will expire at midnight on February 24, 2010, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). Termination of the waiting period satisfies one of the conditions to the closing of the tender offer. The closing of the tender offer also is conditioned on the tender of a majority of the outstanding shares of HealthFitness common stock on a fully diluted basis and the satisfaction of other customary closing conditions. Upon the successful closing of the tender offer, shareholders of HealthFitness will receive $8.78 in cash for each share of HealthFitness common stock tendered in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, HealthFitness will operate as a stand-alone business unit reporting through Trustmark. About Health Fitness Corporation About The Trustmark Companies Important Additional Information Investors and HealthFitness shareholders can obtain copies of the Tender Offer Documents and related Solicitation/Recommendation Statement on Schedule 14D-9 (and all other related documents filed with the SEC) at no charge on the SEC’s website at www.sec.gov. Copies can also be obtained at no charge by directing a request to Georgeson, Inc. at Georgeson, 199 Water Street – 26th Floor, New York, New York 10038 or by phone at (800) 509-1038 or to Trustmark Mutual Holding Company at Trustmark Companies, 400 Field Drive, Lake Forest, Illinois 60045, Attention: Carol Egan, or by phone at (847) 283-2520. Investors and HealthFitness shareholders may also read and copy any reports, statements and other information filed by Trustmark, Trustco Holdings, Trustco Minnesota or HealthFitness with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. Trustmark Mutual Holding Company Contact: Health Fitness Corporation Contact: [Back to Press Release List] |
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