Walgreens Announces Successful Completion of Tender Offer for I-trax, Inc.

  
    
  
  
    
      Walgreens (NYSE:WAG)(NASDAQ:WAG) announced today that Putter Acquisition 
      Sub, Inc., its wholly owned subsidiary, has successfully completed its 
      tender offers for all of the outstanding shares of common stock and 
      preferred stock of I-trax, Inc. (AMEX: DMX). Based on preliminary 
      information from the depositary for the offer, as of the expiration of 
      the offer at 12:00 midnight, New York City time, at the end of April 24, 
      2008, stockholders had tendered and not withdrawn 40,576,068 shares, or 
      approximately 96.3%, of I-trax’s common stock 
      and 214,067.33 shares, or approximately 98.6%, of I-trax’s 
      preferred stock.
    
    
      In mid-March, Walgreens announced it would acquire I-trax, parent 
      company of CHD Meridian Healthcare, LLC, an industry leading provider of 
      integrated workplace health and productivity management solutions with 
      clients and locations across the country. At that time, Walgreens also 
      announced it had signed an agreement to acquire privately-held Whole 
      Health Management, another leading operator of comprehensive worksite 
      health and wellness centers. These worksite clinic operators, in 
      combination with Walgreens wholly-owned subsidiary and retail healthcare 
      clinic operator Take Care Health Systems, will form the platform for the 
      new Walgreens Health & Wellness division.
    
    
      Earlier this month, the U.S. Federal Trade Commission and the Antitrust 
      Division of the U.S. Department of Justice granted early termination of 
      the waiting period under the Hart-Scott-Rodino Antitrust Improvements 
      Act of 1976 applicable to Walgreens’ proposed 
      acquisition of I-trax.
    
    
      "We are very pleased to have successfully completed the tender offer and 
      to be moving forward to extend our ‘Main and 
      Main’ strategy to include health and wellness 
      services at the worksite," said Walgreens Chairman and CEO Jeffrey A. 
      Rein. "The positive response we’ve 
      received for our new Health and Wellness division from all corners of 
      the healthcare and retail industries has been gratifying. We’re 
      particularly pleased to be hearing from employers across the country who 
      are excited about the prospects of working with Walgreens in new ways.”
    
    
      Rein added, "The acquisition of these two market leaders truly 
      transforms Walgreens in the healthcare space and reinforces the company 
      as a trusted consumer brand in the eyes of our customer base. We’re 
      looking forward to working with the entrepreneurs at both I-trax and 
      Whole Health to grow the business and benefit from our respective 
      expertise and strengths. We have already started planning our 
      integration activities and are confident of realizing significant 
      additional value for our shareholders."
    
    
      Putter Acquisition Sub, Inc. has accepted for payment all shares of 
      I-trax stock that were validly tendered and not withdrawn during the 
      offering period and will make payment to the depositary for the accepted 
      shares promptly.
    
    
      Following its payment for the accepted shares, Walgreens intends to 
      effect a merger of Putter Acquisition Sub, Inc. into I-trax. In 
      connection with the merger, all remaining I-trax stockholders who did 
      not tender their shares in the offer (other than those, if any, properly 
      perfecting dissenters’ rights) will receive 
      the same price per share paid in the tender offer. Following the merger, 
      I-trax’s common stock will cease to be traded 
      on the American Stock Exchange.
    
    
      Walgreens Health & Wellness division will be based in Conshohocken, 
      Penn., and be led by Hal Rosenbluth, co-founder of Take Care Health 
      Systems, newly-named president of this division and corporate vice 
      president of Walgreens. The combination of I-trax and Whole Health 
      Management will operate under the name Take Care Employer Healthcare 
      Solutions.
    
    
      About Walgreens
    
    
      Walgreens is the nation’s largest drugstore 
      chain with fiscal 2007 sales of $53.8 billion. The company operates 
      6,271 stores in 49 states and Puerto Rico. Walgreens is expanding its 
      patient-first health care services beyond traditional pharmacy through 
      Walgreens Health Services, its managed care division, and Take Care 
      Health Systems, a wholly owned subsidiary that manages 154 convenient 
      care clinics at Walgreens drugstores. Walgreens Health Services assists 
      pharmacy patients and prescription drug and medical plans through 
      Walgreens Health Initiatives Inc. (a pharmacy benefit manager), 
      Walgreens Mail Service Inc., Walgreens Home Care Inc. and Walgreens 
      Specialty Pharmacy LLC. More information about Walgreens is available at 
      Walgreens.com.
    
    
      About Take Care Health SystemsSM
    
    
      Take Care Health Systems (www.takecarehealth.com), 
      one of the largest managers of convenient care clinics, is a 
      wholly-owned subsidiary of Walgreens. The Company combines best 
      practices in health care and the expertise and personal care of 
      providers to deliver access to high-quality, affordable, convenient 
      health care to all individuals. Take Care Health Clinics are located at 
      select Walgreens drugstores nationwide, where nurse practitioners and 
      physician assistants focus exclusively on the diagnosis and treatment of 
      common family illnesses, vaccinations, physicals and screenings. Take 
      Care Health Systems currently manages 160 Take Care Health Clinics in 15 
      cities throughout 13 states, with plans to have more than 400 clinics in 
      operation by the end of 2008. The Company maintains a detailed quality 
      assurance program including collaborating physician review to promote 
      quality care, patient safety and state scope of practice compliance. 
      Patient care is provided by Take Care Health Services, an independently 
      owned state professional corporation established in each market.
    
    
      About I-trax
    
    
      I-trax (AMEX: DMX) is a leading provider of integrated workplace health 
      and productivity management solutions. Serving more than 160 clients at 
      nearly 300 locations in the United States, I-trax offers on-site health, 
      fitness and wellness centers through its CHD Meridian Healthcare, LLC 
      and ProFitness Health Solutions, LLC subsidiaries that deliver primary 
      care, acute care corporate health, occupational health and pharmacy care 
      management services, as well as fitness and wellness programming and 
      integrated disease management programs. CHD Meridian is focused on 
      making the workplace safe, helping companies achieve employer of choice 
      status, and reducing costs while improving the quality of care received 
      and the productivity of the workforce. Managing employer-sponsored 
      health centers for over 40 years, some of CHD Meridian Healthcare's 
      clients include: BMW, Coushatta Casino Resort, Deutsche Bank, Eastman 
      Chemical, Fieldale Farms, Horizon Blue Cross Blue Shield of New Jersey, 
      Lowe’s, Toyota and Unum. For more 
      information, visit www.chdmeridian.com.
    
    
      About Whole Health Management
    
    
      Whole Health Management is a leading operator of on-site and near-site 
      employer sponsored clinics, health and wellness centers, and pharmacies 
      in the United States. Since 1981, Whole Health has provided 
      comprehensive and integrated occupational health, preventive care, 
      urgent and primary care, physical therapy, fitness programs, health risk 
      and disease management, health coaching and behavioral health counseling 
      to corporate employees and their families. Whole Health clinics deliver 
      significant savings to corporations through lower health care costs, 
      increased productivity, reduced employee sick time, and decreased 
      pharmacy costs. Whole Health currently serves more than 300,000 
      employees, and in many cases, spouses and dependents, at 69 sites, 
      including many large corporations and Fortune 500 companies. For more 
      information about Whole Health, visit www.wholehealthnet.com.
    
    
      Cautionary Statements
    
    
      This news release may contain forward-looking statements that involve 
      risks and uncertainties (as such “forward-looking” 
      statements are defined under the U.S. Private Securities Litigation 
      Reform Act). The following factors, among others, could cause results to 
      differ materially from management expectations as projected in such 
      forward-looking statements: the inability to satisfy conditions to the 
      completion of the transaction; the risk that the businesses will not be 
      integrated successfully; the risk that the cost savings and any other 
      synergies from the transaction may not be fully realized or may take 
      longer to realize than expected; disruption from the transaction making 
      it more difficult to maintain relationships with customers, employees or 
      suppliers; social and political conditions such as war, political unrest 
      and terrorism or natural disasters; and general economic conditions and 
      normal business uncertainty and competition and its effect on pricing, 
      spending, third-party relationships and revenues.
    
    
      These forward-looking statements speak only as of the date of this 
      press release, and no undertaking has been made to update or revise them 
      if there are changes in expectations or if any events, conditions or 
      circumstances on which any such forward-looking statement is based. 
      Investors are referred and encouraged to read the “Cautionary 
      Note Regarding Forward-Looking Statements” in 
      Walgreens most recent Form 10-K, as amended, as well as the “Forward-Looking 
      Statements” section of I-trax’s 
      Form 10-K, each of which is incorporated into this news release by 
      reference.
    
    
      Additional Information and Where to Find It
    
    
      This document is for informational purposes only and is not an offer 
      to buy or a solicitation of an offer to sell any securities. The 
      solicitation and the offer to buy shares of I-trax’s 
      common stock and preferred stock is being made solely pursuant to a 
      tender offer statement on Schedule TO, including an offer to purchase 
      and other related materials, that Walgreens filed with the Securities 
      and Exchange Commission (the “SEC”) 
      on March 28, 2008, as amended. In addition, on March 28, 2008, 
      I-trax filed with the SEC a solicitation/recommendation statement on 
      Schedule 14D-9 with respect to the tender offer, which was mailed to 
      I-trax’s stockholders. The tender 
      offer statement and related materials, as amended, and the 
      solicitation/recommendation statement, as amended, contain important 
      information about the tender offer and the proposed merger, which 
      information should be read carefully by investors and stockholders of 
      I-trax. Free copies of these materials are available at the SEC’s 
      Web site at www.sec.gov, or with 
      respect to Walgreens materials, at www.walgreens.com, 
      and also will be available, without charge, by directing requests to 
      Walgreens, and with respect to I-trax materials, at www.i-trax.com, 
      and will also be available, without charge, by directing requests to 
      I-trax.