PeaceHealth and Madrona Medical Group Sign Proposal for Purchase
    
March 17, 2008

TO: PeaceHealth Whatcom Region Employees, Madrona Medical Group
Employees, Physicians, Community Members and All Interested Parties

FROM: Nancy Steiger, Regional CEO and Chief Mission Officer, PeaceHealth
Whatcom Region, and Erick Laine, M.D., CEO, Madrona Medical Group
 

We are delighted to tell you that today we will sign the official proposal for PeaceHealth to purchase Madrona Medical Group. This action was approved by the PeaceHealth Board on Friday, and will be presented for a Madrona Medical Group shareholder vote in early April. This is an important milestone on our path to merge St. Joseph Medical Group and Madrona Medical Group into an expanded clinic organization that is better positioned to improve healthcare for our community.

The new organization will be called the PeaceHealth Medical Group, and will help us expand on our shared mission, vision and values and fulfill our promise of exceptional medicine and compassionate care. With this new structure, we will provide seamless care for outpatient as well as inpatient services. We will be implementing a new and improved electronic patient record developed in collaboration with PeaceHealth medical groups in other communities, process redesign for increased efficiency and cost-effectiveness, and will enjoy greater ability to recruit and retain the additional specialists and primary care providers that our community needs.

While today's signing is still several steps away from full approval, it is a critical step in our transition planning. We anticipate closing this process by June 30.

We hope you share our excitement for this significant step forward for PeaceHealth Whatcom Region and Madrona Medical Group. Together, we will improve the quality and efficiency of the care we are providing for our community.

Please see the following Questions & Answers for additional information. We will be sharing more with you as we continue toward finalizing this merger.

Q & A

1. How many employees would acquiring Madrona add to PeaceHealth
Whatcom Region?

At this time there are 440 physicians and staff at Madrona, including 376 staff, 64 physicians and three mid-level providers. PeaceHealth Whatcom Region currently has 2,376 employees.

2. Will any employees lose their jobs?

All Madrona Medical Group staff will be offered positions if they pass criminal background checks and drug tests as required by federal regulation. Pay and benefits for staff that join PeaceHealth Medical Group will be comparable to current levels at Madrona. Current laboratory employees of Madrona will be offered local positions with Oregon Medical Lab, which is a PeaceHealth company. Current Imaging Center employees will be offered positions with Mt. Baker Imaging, which is a joint venture of St. Joseph Hospital and Northwest Radiology.

3. What will the new group be called?

The combined medical group will be called PeaceHealth Medical Group to be consistent with other PeaceHealth regions.

4. What is the significance of the Madrona shareholder vote on April 3?

The shareholders are the owners of Madrona Medical Group, so their approval is needed for the acquisition to go through. They will vote on the official purchase proposal that was approved by the PeaceHealth Whatcom Region and System Boards and by the Madrona Medical Group Board.

5. What will happen to leaders of Madrona?

Erick Laine, M.D., CEO of Madrona, has been offered the position of PeaceHealth Medical Group Regional Vice President. This position will report directly to Nancy Steiger, PeaceHealth Whatcom Region CEO and Chief Mission Officer. The Vice President for Medical Group also will be a member of the regional Executive Team. As in other PeaceHealth regions, there will be a Provider Council, which contributes to leadership of the Medical Group. Initially, this will be comprised of three physicians who are members of the current St. Joseph Medical Group, and three physicians who are members of the current Madrona Medical Group. Two members of the Provider Council will be members of the PeaceHealth Whatcom Regional Board. The following physicians will be on the Provider Council: Jim Bochsler, John Holroyd, and Don Berry were selected by Madrona Medical Group, and St. Joseph Medical Group selected Jim Douglas, Jim Holstine and Serge Lindner. Other leadership and administrative roles for physicians from both groups are being discussed.

6. What are the next steps/milestones?

The closing for the acquisition is June 30. Between now and then, there is a lot of work to be done and a number of conditions that must be met. These include having an adequate number of physicians and staff agreeing to become PeaceHealth employees; an adequate number of physicians who will be part of the new medical group completing their credentialing paperwork on time, and successful transfer of lease and other business arrangements from Madrona to PeaceHealth.

7. How much will PeaceHealth pay for Madrona?

The purchase price is based on an independent appraisal of fair market value for tangible assets. Depending on the valuation of the supply inventory at closure, the final purchase price is expected to be between $3.4 million and $4 million.

8. What insurance plans will be accepted at the new medical group?

PeaceHealth accepts all major insurance providers, along with Medicare
and Medicaid.

9. How many patients will be served by PeaceHealth Medical Group?

The combined medical groups would provide care to just over 67,000
patients.