Genstar Capital, Nautic Partners and HealthCare Dimensions Form Health Management Company to Be Led by Industry Veteran L. Ben Lytle.

SAN FRANCISCO & PROVIDENCE, R.I. & PHOENIX -- Newly Formed Company, AXIA Health Management, Merges with HealthCare Dimensions

Private equity firms, Genstar Capital, L.P. and Nautic Partners, LLC, in combination with HealthCare Dimensions (HCD), today announced that they have partnered with industry leader L. Ben Lytle to create a new population health management company, AXIA Health Management.

AXIA focuses on improving the health of individuals in specific population segments through high yield interventions and health management programs that prevent or reduce the risk of disease or injury. Ben Lytle, former chairman and chief executive officer of Anthem, Inc., has been appointed as AXIA's chairman and chief executive officer. Hugh Lytle will serve as AXIA's president.

As its initial investment, AXIA has merged with HealthCare Dimensions, a provider of prevention programs to Medicare-focused health plans. HealthCare Dimensions shareholders, under the continuing leadership of CEO Mary Swanson, retained a significant ownership stake in AXIA. Terms were not disclosed.

HealthCare Dimensions, founded in 1992 and based in Arizona, partners with Medicare-focused managed care organizations to create specialized preventive health programs to achieve health improvement, cost reduction, market differentiation and member retention results with targeted populations for health plans throughout the country. Its flagship offering, the SilverSneakers(R) Fitness Program, is the nation's leading exercise program exclusively designed for older adults.

"It has been a life-long passion of mine to help improve the quality of people's lives and to control increasing health care costs through the development and implementation of targeted prevention programs focused on specific patient populations," said Ben Lytle. "AXIA will further leverage HealthCare Dimensions' industry-leading prevention platform to offer a wider range of products and services that will benefit society."

Mary Swanson, CEO of HealthCare Dimensions, said, "I have been pursuing my dream of creating a leading prevention company for the better part of the last fifteen years. The partnership between HCD, the Lytles, Nautic and Genstar will allow us to continue delivering world class programs and services for the healthcare marketplace."

"Given Genstar's focus on the business services and life sciences sectors, we are very pleased to be working with industry leaders and visionaries as accomplished as Ben Lytle and Mary Swanson on this opportunity to continue developing outsourced preventative health programs that serve a broad range of customers," said Scott Milius, managing director of Genstar Capital, L.P. "With the formation of AXIA, Genstar's recently raised fund, Genstar IV, is off to a great start."

Scott Hilinski, managing director of Nautic Partners, LLC, stated, "We are very excited about AXIA's prospects and believe that the platform is uniquely positioned to continue delivering industry-leading prevention programs to a healthcare market badly in need of effective solutions."

About HealthCare Dimensions

HealthCare Dimensions (HCD) is a national company that promotes health through unique physical activity programs and venues. HCD manages and sells programs to large consumer groups such as health insurance companies, and many of their programs are targeted to specific populations such as older adults. HCD's signature offering is the SilverSneakers(R) Fitness Program, the nation's leading fitness program designed exclusively for seniors. As of November 2004, 31 health plans in 18 states offer the SilverSneakers Fitness Program at no additional cost to over 1.5 million Medicare-eligible members through a network of over 800 contracted fitness centers and class sites.

About Genstar Capital

Based in San Francisco, Genstar Capital (www.gencap.com) is a private equity investment firm that makes leveraged investments in quality middle-market companies. Genstar Capital works in partnership with management to transform its portfolio companies into industry-leading businesses. With more than $900 million of committed capital under management and significant experience investing in businesses, Genstar focuses on selected segments of the life sciences, business services, and industrial technology sectors.

About Nautic Partners

Nautic Partners (www.nauticpartners.com) manages in excess of $1.8 billion of capital and focuses on manufacturing, business services, healthcare, and media and communications. Nautic is currently investing a $1.1 billion fund, Nautic Partners V, L.P., and is targeting investments of $25 to $75 million in buyouts, recapitalizations, growth financings and consolidation transactions. Nautic assumes both majority and minority positions in its portfolio companies.