Physiometrix Announces Receipt of Shareholder Vote for Acquisition by Hospira

Physiometrix Announces Receipt of Shareholder Vote for
Acquisition by Hospira 


NORTH BILLERICA, Mass., July 28  /PRNewswire-FirstCall/ -- Physiometrix, Inc.
(NASDAQ:PHYX) today announced that at its 2005 annual meeting of stockholders
held today, the company's stockholders approved the acquisition of the company
by Hospira, Inc.  The acquisition will be effected pursuant to a merger of the
company with and into a wholly owned subsidiary of Hospira. Under the terms of
the merger agreement, Physiometrix stockholders will receive a cash payment of
$1.59 per share of common stock.  In addition, holders of options and warrants
for common stock of Physiometrix will receive a cash payment equal to this
amount less the applicable exercise price and applicable withholding taxes. 
Together, these payments give the merger a value of approximately $23 million. 
Options and warrants with an exercise price that exceeds the per share cash
payment are terminated at closing in accordance with their terms.

Subject to satisfaction of the remaining closing conditions, all of which
Physiometrix currently believes will be satisfied, the merger is expected to be
completed by end of day tomorrow, Friday, July 29, 2005.

Statements in this press release regarding Physiometrix's growth and future
business results are "forward-looking" statements as defined in the Private
Securities Litigation Reform Act of 1995.  Such statements are based upon
management's current expectations and are subject to a number of factors and
uncertainties.  Information contained in these forward-looking statements is
inherently uncertain, and actual performance and results may differ materially
due to many important factors.  Such factors that could cause actual results to
differ materially from any forward-looking statements made by Physiometrix
include, among others, revenue estimates, dependence on existing and future
products, dependence upon third-party distribution and sales arrangements, the
existence of alternative technologies and the potential emergence of new
methods for consciousness monitoring, uncertainty of market acceptance, intense
competition, partnership agreements, and government regulations, especially
regulatory approvals.  These and other relevant risks are described in the
Company's Form 10-K dated March 31, 2005 filed with the SEC.  In addition, the
closing of the merger is contingent upon the ability of Physiometrix and
Hospira to satisfy closing conditions specified in the merger agreement.  The
Company disclaims any obligation to update information contained in any
forward-looking statement to reflect events or circumstances occurring after
the date of this press release.

  Contact:
   Daniel W. Muehl
   Chief Financial Officer
   978-670-2422


DATASOURCE: Physiometrix, Inc.



CONTACT:  Daniel W. Muehl, Chief Financial Officer of Physiometrix,

[phone]



Web site:  http://physiometrix.com/

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