Matria Announces Agreement To Acquire Marketring

Marietta, GA, June 4, 2002 — Matria Healthcare, Inc. (NASDAQ: MATR) announced today the signing of a definitive agreement to acquire MarketRing.com, an Atlanta-based healthcare information technology company. The acquisition of MarketRing is expected to be completed in early June, subject to customary conditions including third party approvals and consents.

MarketRing has certain proprietary technology that Matria has previously licensed and currently utilizes with its TRAX™ disease management system. The MarketRing technology allows the rapid and inexpensive setup of sophisticated website portals for patients, physicians, payors, and employers. These websites have connectivity aspects that Matria is using in its latest TRAX upgrade, scheduled to be in production by July 1, 2002. In addition, MarketRing, in conjunction with Matria’s IT Development staff, has developed applications and delivered enhancements to Matria’s TRAX system.

Parker H. Petit, Matria’s Chairman, President and CEO, commented, “The acquisition of MarketRing will enhance our secure connectivity capabilities with all the constituents in our disease management process…the patients, their physicians, the health plans’ case managers and administrators, and the benefits staff for the self-insured employers. In addition, MarketRing’s experience and vision for healthcare information management are directly aligned with ours. This acquisition should allow Matria to expedite the completion of the majority of our technology development this year. We have made continuous upgrades to our TRAX disease management system, and development will continue at this rapid pace as we enhance the integration and connectivity aspects.

In addition, our Women’s Health Division is transitioning to a disease management-focused organization, and through the remainder of the year, they should complete their information technology development activities to more efficiently manage their care and case management. We anticipate our pharmacy, laboratory and supplies business will complete a major systems development effort with Lawson, Siebel and Misys in October of 2002 that will allow increased efficiencies and profit margins in this business unit and also enhance the connectivity with our TRAX system. Our disease management and Health Enhancement processes involve the management of large amounts of sensitive health data, and it is imperative that we have an enterprise approach from a systems standpoint. Thus, we have been focused for over a year on significant improvements in these areas. By the end of this year, we anticipate the completion of the majority of our new enterprise system.”

The financial consideration for the acquisition will be 310,000 Matria Healthcare common shares, with certain financial consideration provided for increases or decreases in MarketRing’s working capital at the closing. The transaction is expected to be slightly accretive to 2002 earnings.

Petit added, “The MarketRing acquisition will bring to Matria additional key management plus a talented development organization that will not only speed up and reduce costs for all of our development activities, but also add certain proprietary technology to our systems. MarketRing’s President and Chief Executive Officer, Robert W. Kelley, has over 20 years in healthcare, and he will become Matria’s Corporate Vice President of Technology and report directly to me. The combination of the development staff at MarketRing with Matria’s development group will significantly increase the efficiency and effectiveness of our development efforts. Both groups will report to Bob Kelley.”

Mr. Petit and four other members of the Matria Healthcare Board of Directors are shareholders of MarketRing. The acquisition of MarketRing was negotiated by an independent committee of the Matria Board of Directors. In addition, the acquisition has been approved by a vote of Matria’s disinterested directors.

Matria is the leading provider of comprehensive disease management programs to health plans and employers for women’s health and the chronic conditions of diabetes, cardiovascular disease and respiratory disorders. Headquartered in Marietta, Georgia, Matria has more 40 offices in the United States and internationally. More information about Matria can be found online at www.matria.com.

This press release contains forward-looking statements. Such statements include but are not limited to the impact of the MarketRing acquisition on future revenues and earnings, the efficiencies and cost-saving opportunities provided by the transaction, and the success and timing of completion of existing technology development activities. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include difficulties in successfully integrating newly acquired businesses and personnel (including those of MarketRing) into Matria’s operations and uncertainties related to the performance of those businesses, inability to successfully manage Matria’s growth, new technologies that render obsolete or non-competitive the technology possessed or the products or services offered by Matria, developments in the healthcare industry generally, third-party actions over which Matria does not have control, and the risk factors detailed from time to time in Matria’s periodic reports and registration statements filed with The Securities and Exchange Commission, including Matria’s Annual report on Form 10-K for the year ended December 31, 2001. By making these forward-looking statements, Matria does not undertake to update them in any manner except as may be required by Matria’s disclosure obligations in filings it makes with the Securities and Exchange Commission under the federal securities laws.

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