VistaCare Signs Definitive Agreement to Be Acquired by Odyssey HealthCare

SCOTTSDALE, AZ, Jan 15 (MARKET WIRE) --
VistaCare, Inc. (NASDAQ: VSTA) today announced that it has signed a definitive
agreement to be acquired by Dallas, Texas-based Odyssey HealthCare, Inc.
(NASDAQ: ODSY) for $8.60 per share in cash.

The transaction has been structured as a two-step acquisition including a
cash tender offer for all outstanding shares of VistaCare common stock followed
by a cash merger in which Odyssey would acquire any remaining outstanding shares
of
VistaCare common stock. Completion of the transaction, which is expected to
occur in the first quarter of calendar year 2008, is subject to customary
closing
conditions, including the expiration or termination of any waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the tender
of at least
a majority of VistaCare's outstanding shares in the tender offer, among other
conditions.

With the completion of this transaction, the resulting organization will
bepositioned as an industry leader, with approximately 106 owned or operated
locations in 31 states and an average daily census of more than 12,000. Until
the
transaction is finalized, both VistaCare and Odyssey HealthCare will continue to
operate as stand-alone, independent organizations.

In commenting on the announcement, Richard R. Slager, VistaCare Chairman and
Chief
Executive Officer, said, "This transaction is in the best interests of our
patients, employees and shareholders. It reflects the coming together of two
like-minded organizations with a shared mission, a commitment to doing the
right thing, and an exceptional opportunity to realize the value of our
assets. By focusing on our people, our quality, and our mission, this new
organization will strive to meet the greatest needs of all those who depend on
us,
and I trust that the fine work we have begun at VistaCare will continue."

Robert A. Lefton, President and Chief Executive Officer of Odyssey
HealthCare,
added, "Our combination with VistaCare will substantially extend our industry
leadership and our geographical reach in attractive markets and enhance our
recruiting and development activities. We believe this transaction brings
together two highly compatible organizations who share similar cultures,
philosophies and standards of excellence fostered by talented management teams
and
employees. We anticipate a smooth integration and look forward to working with
VistaCare to make our combined company stronger, more profitable and an even
better value for our shareholders."

About VistaCare

VistaCare is a leading provider of hospice services in the United States.
Through
interdisciplinary teams of physicians, nurses, home healthcare aides, social
workers, spiritual and other counselors and volunteers, VistaCare provides care
primarily designed to reduce pain and enhance the quality of life of
terminally ill patients, most commonly in the patient's home or other residence
of
choice. VistaCare's financial advisor in the transaction was RA Capital
Advisors LLC and Squire Sanders & Dempsey acted as legal counsel.

About Odyssey HealthCare

Based in Dallas, Texas, Odyssey is one of the largest providers of hospice
care
in the country in terms of both average daily patient census and number of
locations. Odyssey seeks to improve the quality of life of terminally ill
patients and their families by providing care directed at managing pain and
other discomforting symptoms and by addressing the psychosocial and spiritual
needs of patients and their families. Vinson & Elkins LLP served as legal
counsel to Odyssey in the transaction.

Forward-Looking Statements

Certain statements contained in this press release are forward-looking
statements within
the meaning of the federal securities laws. Such forward-looking statements
are based on management's current expectations and are subject to known and
unknown
risks, uncertainties and assumptions which may cause the forward-looking events
and
circumstances discussed in this press release to differ materially from
those anticipated or implied by the forward-looking statements. These factors
include, among others, that the tender offer may not be completed or the merger
many not be consummated for reasons including because conditions precedent
to the completion of the acquisition may not be satisfied and that the
financingnecessary to consummate the tender offer and the merger many not be
obtained, as well as other risks and uncertainties. Details regarding these
risks
and uncertainties, and others, are discussed in the documents the Company files
with the Securities and Exchange Commission ("SEC"), including in the Company's
recent quarterly and annual reports. Many of these factors are beyond the
ability of the Company to control or predict. Given these uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements,
which reflect management's views only as of the date hereof. The Company
undertakes
no obligation to revise or update any of the forward-looking statement or
publicly announce any updates or revisions to any of the forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions, circumstances or
assumptionsunderlying such statements.

Additional Information and Where to Find It

In connection with the tender offer, Odyssey HealthCare intends to cause its
subsidiaries to file a tender offer statement on Schedule TO and related
materials with the Securities and Exchange Commission (the "SEC"), and VistaCare
will file a solicitation/recommendation statement on Schedule 14D-9 with the
SEC. Investors and security holders are strongly advised to read these documents
when they become available because they will contain important information
about the tender offer and the proposed merger. Free copies of materials, which
will be filed by Odyssey HealthCare and VistaCare, will be available at the
SEC's
Web site at www.sec.gov, or with respect to VistaCare's materials, without
charge, by directing requests directly to VistaCare.

Important information

This document is for informational purposes only and is not an offer to
buyor the solicitation of an offer to sell any securities. The solicitation and
the offer
to buy shares of common stock will only be made pursuant to an offer to
purchase and related materials that Odyssey HealthCare intends to file with the
Securities and Exchange Commission. VistaCare will file a
solicitation/recommendation statement with respect to the offer. Once filed,
VistaCare stockholders should read these materials carefully prior to making
any decisions with respect to the offer because they contain important
information, including the terms and conditions of the offer. Once filed,
VistaCare stockholders will be able to obtain the offer to purchase, the
solicitation/recommendation statement and related materials with respect to the
offer free of charge at the SEC's Web site at www.sec.gov, from VistaCare or
from Odyssey HealthCare.

Company Contact:
Rick Slager
CEO and Chairman
VistaCare
(480) 648-4530
Email Contact

Investor Contact:
Doug Sherk
EVC Group
(415) 896-6820
Email Contact

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