SHPS Sillouhette
news release

SHPS Holdings, Inc. Signs Merger Agreement with Landacorp, Inc.


Louisville, Ky. (March 1, 2004) - SHPS Holdings, Inc., the majority shareholder in SHPS, Inc., a leading provider of integrated health and productivity management and benefit management solutions, announced today it has signed an agreement to merge a wholly-owned acquisition subsidiary with Landacorp, Inc. (NASDAQ: LCOR), an Atlanta-based provider of population health management solutions.

The transaction is valued at approximately $56 million and is expected to close in the second quarter, subject to stockholder and regulatory approval as well as other customary conditions.

"The addition of Landacorp to SHPS' portfolio of services expands our service offerings in care management and permits us to be better positioned to more actively serve TPAs, PPOs and health plans as well as our current client base of Fortune 1000 employers," said Dave Nelson, SHPS' CEO.

"Equally important, Landacorp brings solid experience and technical capability to SHPS, including state-of-the-art platform features that will allow SHPS to enhance our existing product functionality and improve productivity," added Nelson. "SHPS' expert nurse intervention capabilities are complemented by Landacorp's health risk assessment, segmentation, stratification, enrollment, low acuity intervention and fulfillment capabilities."

Landacorp divides its population health management solutions into two operating units, care management and medical management software. The care management solutions help clients better manage their at-risk populations to help prevent and reduce costs. The medical management software products automate the workflow and processes surrounding care coordination activities. These solutions help manage care and cost, better document treatment, and ensure that critical care guidelines and government compliance requirements are met.


About Landacorp, Inc.
Landacorp, Inc. is The Population Health Management Company sm. Its technology-driven solutions for health plans and healthcare delivery organizations include integrated predictive and interventional disease management programs and services, and comprehensive Internet- and Windows®-based medical management software that can improve health outcomes while helping manage and prevent costs. Selected as one of the top 12 disease management vendors in the spring 2003 DSM Service Report issued by the Health Industries Research Companies (HIRC), Landacorp is among the largest providers of disease-specific intervention programs and services in the United States. Landacorp corporate headquarters and sales and marketing offices are located in Atlanta, GA, with additional operations located in Raleigh, NC and Chico, CA.

This announcement is not a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell shares of Landacorp. Landacorp will file and deliver all forms, proxy statements, notices and documents required under state and federal law with respect to the merger. Landacorp will be filing preliminary proxy materials with the SEC in connection with the merger. In addition, Landacorp will call a special meeting of its stockholders to vote on the merger and will file with the SEC and mail to Landacorp stockholders the definitive proxy materials in connection with the merger. The preliminary and definitive proxy materials will contain important information regarding the merger, including, among other things, the recommendation of Landacorp's board of directors in respect of the merger. Stockholders of Landacorp are advised to read the definitive proxy materials, including the proxy statement and the Agreement and Plan of Merger, when it is available, before making any decisions regarding the merger. Copies of the definitive proxy materials, and any amendments or supplements thereto, may be obtained without charge at the SEC's website at www.sec.gov or Landacorp's website at www.landacorp.com as they become available. Investors and stockholders may also obtain, free of charge, copies of the proxy statement (when available) and such other documents from Landacorp by directing such request to Landacorp, Inc., 4151 Ashford Dunwoody Road, Suite 501, Atlanta, Georgia 30319, or James Kann, at (404) 531-9956.


About SHPS Holdings, Inc. and SHPS, Inc.
SHPS, Inc., is a wholly owned subsidiary of SHPS Holdings, Inc. and is headquartered in Louisville, KY. SHPS is a total benefits outsourcing provider, offering strategic consulting, human resource and benefits outsourcing, and health management services to employers, health plans and government agencies seeking to improve their performance and lower the cost of administrative services. SHPS serves nearly 700 organizations, including more than 90 Fortune 500 companies and employs more than 1,500 clinical professionals, employee benefits specialists, and information technology experts in facilities across the United States.


For More Information
Sarah Bovine
Director, Corporate Communications
sarah.bovine@shps.com


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