MEDecision to be Acquired by Health Care Service Corporation

  
    
  
  
    
      MEDecision, Inc. (Nasdaq:MEDE), 
      a leading provider of collaborative health care management solutions, 
      today announced that it has reached a merger agreement pursuant to which 
      Health Care Service Corporation (HCSC), which operates Blue Cross and 
      Blue Shield plans in Illinois, New Mexico, Oklahoma and Texas, will 
      acquire all of the outstanding shares of MEDecision common stock for 
      $7.00 per share in cash. The transaction is valued at approximately $121 
      million, including consideration paid to holders of outstanding options 
      and warrants.
    
    
      Subsequent to the completion of the acquisition, MEDecision will remain 
      an independent company dedicated to the needs of all health plans and 
      will maintain its own brand identity. The company will continue to 
      pursue development and implementation of its Alineo™ 
      and Nexalign™ collaborative health care 
      management solutions. Moreover, the transaction will strengthen 
      MEDecision’s ability to provide market-leading 
      services to the country’s leading health plans.
    
    
      The Boards of Directors of both companies have unanimously approved the 
      transaction. Additionally, holders of approximately 45% of the 
      outstanding MEDecision common stock have entered into agreements with 
      HCSC to vote in favor of the transaction. Closing of the transaction is 
      expected late in the third quarter or early in the fourth quarter of 
      2008, subject to approval by MEDecision shareholders and customary 
      regulatory and other conditions. MEDecision was advised on the 
      transaction by Lazard.
    
    
      “This transaction will deliver substantial 
      current value to our shareholders and is a significant milestone for 
      MEDecision and a very positive step forward in our evolution as a 
      company,” said MEDecision Founder and Chief 
      Executive Officer David St.Clair. “It 
      underscores the strength of our collaborative health care management 
      solutions, Alineo™ and Nexalign™. 
      It also validates our vision of the health care industry and will enable 
      us to further expand our technology development and strengthen our focus 
      on customer service and satisfaction.”
    
    
      “HCSC is committed to promoting accessible, 
      cost-effective, quality health care through innovation and collaboration,” 
      said Pat Hemingway Hall, President and Chief Operating Officer of Health 
      Care Service Corporation. “We are excited 
      about joining forces with MEDecision who for two decades has 
      demonstrated this same commitment to improving overall health outcomes 
      with creative solutions that foster collaborative relationships between 
      patients, payers and providers.”
    
    
      About HCSC
    
    
      Health Care Service Corporation, a Mutual Legal Reserve Company, is the 
      largest customer-owned health insurer in the United States and the 
      fourth largest health insurer in the country overall, with 12.4 million 
      members in its Blue Cross and Blue Shield plans in Illinois, New Mexico, 
      Oklahoma and Texas. The company is an independent licensee of the Blue 
      Cross and Blue Shield Association. HCSC also has a rating of AA- (Very 
      Strong) from Standard and Poor’s, Aa3 
      (Excellent) from Moody’s and A+ (Superior) 
      from A.M. Best Company.
    
    
      About MEDecision
    
    
      MEDecision offers collaborative health care management solutions that 
      provide a simplified and smart way to manage the health of members and 
      member populations which can improve the quality and affordability of 
      care. Based on state-of-the-art technology, MEDecision's solutions 
      include Alineo™, a collaborative health care 
      management platform for managing case, disease and utilization 
      management and Nexalign™, a collaborative 
      health care information exchange service. MEDecision believes that, in 
      the aggregate, its health care payer customers insure or manage care for 
      approximately one in every six people in the U.S. with health insurance. 
      For more information, please visit www.MEDecision.com.
    
    
      Forward-Looking Statement
    
    
      This release contains, and the conference call will contain, 
      forward-looking statements within the meaning of the "safe harbor" 
      provisions of the federal securities laws, including, without 
      limitation, statements about the expected timing, completion and effects 
      of the proposed merger between MEDecision and HCSC. These 
      forward-looking statements are subject to risks and uncertainties that 
      could cause actual events or results to differ materially from such 
      statements. MEDecision may not be able to complete the proposed merger 
      because of a number of factors, including, among other things, the 
      failure to obtain shareholder approval or the failure to satisfy other 
      closing conditions. Other risks and uncertainties that may affect 
      forward-looking statements are described in the "Risk Factors" section 
      and elsewhere in the company's Annual Report on Form 10-K as filed with 
      the Securities and Exchange Commission (SEC) on March 28, 2008 and the 
      company’s Quarterly Report on Form 10-Q as 
      filed with the Securities and Exchange Commission (SEC) on May 9, 2008. 
      MEDecision undertakes no obligation to update publicly any 
      forward-looking statements for any reason, even if new information 
      becomes available or other events occur in the future.
    
    
      Additional Information About the Merger and Where to Find It
    
    
      MEDecision will file with the Securities and Exchange Commission (the “SEC”), 
      and furnish to its shareholders, a proxy statement soliciting proxies 
      for the meeting of its shareholders to be called with respect to the 
      proposed merger between MEDecision and HCSC. MEDecision SHAREHOLDERS ARE 
      ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED 
      TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. MEDecision 
      shareholders and other interested parties will be able to obtain, 
      without charge, a copy of the proxy statement (when available) and other 
      relevant documents filed with the SEC from the SEC’s 
      Web site at www.sec.gov. MEDecision 
      shareholders and other interested parties will also be able to obtain, 
      without charge, a copy of the proxy statement (when available) and other 
      relevant documents by directing a request by mail or telephone to 
      MEDecision, Inc., 601 Lee Road, Chesterbrook Corporate Center, Wayne, 
      Pennsylvania 19087, Attention: Corporate Secretary, telephone: (610) 
      540-0202, or from MEDecision's Web site, www.MEDecision.com.
    
    
      MEDecision and certain of its directors, executive officers and other 
      members of management and employees may, under SEC rules, be deemed to 
      be “participants” 
      in the solicitation of proxies from shareholders of MEDecision with 
      respect to the proposed merger. Information regarding the persons who 
      may be considered “participants” 
      in the solicitation of proxies will be set forth in MEDecision’s 
      proxy statement relating to the proposed merger when it is filed with 
      the SEC. Information regarding certain of these persons and their 
      beneficial ownership of MEDecision common stock as of March 28, 2008 is 
      also set forth in MEDecision’s proxy 
      statement for its 2008 Annual Meeting of Shareholders, which was filed 
      with the SEC on April 23, 2008.
    
    
      MEDecision is a trademark of MEDecision, Inc. The MEDecision logo and 
      product names are also trademarks or registered trademarks of 
      MEDecision, Inc. Other product and brand names are trademarks of their 
      respective owners.
    
    
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