RehabCare Announces Pricing of Its Public Offering of Common Stock

RehabCare Group, Inc. (NYSE: RHB) announced today its underwritten public offering of 5,400,000 shares of its common stock priced at $24.00 per share. In addition, the underwriters have been granted a 30-day option to purchase an additional 810,000 shares of common stock from the Company at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any. The closing of the offering is expected to take place on November 18, 2009, subject to customary closing conditions.

The Company intends to use the net proceeds from the offering, together with borrowings under the Company’s new senior credit facilities and cash on hand, to pay the consideration for its acquisition of Triumph HealthCare and related fees and expenses. Any proceeds from the offering in excess of amounts needed to pay the acquisition consideration and related fees and expenses will be used for general corporate purposes. If the acquisition is not consummated, the Company expects to use the net proceeds of the offering for general corporate purposes.

BofA Merrill Lynch and J.P.Morgan are serving as joint book-running managers for the offering, and Deutsche Bank Securities, RBC Capital Markets and Morgan Keegan & Company, Inc. are serving as co-managers.

The shares are being offered pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). A copy of the prospectus supplement and related base prospectus for the offering has been filed with the SEC and is available on the SEC’s website, www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the related base prospectus for the offering may be obtained through BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attention: Prospectus Department, or email prospectus.requests@ml.com; or J.P. Morgan Securities Inc., Attention: Broadridge Financial Solutions at 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (631) 254-1735.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security of the Company, nor will there be any sale of such security in any jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer will be made only by means of a prospectus supplement and related base prospectus or by a free writing prospectus in accordance with SEC rules.

With more than 25 years experience, RehabCare, a St. Louis-based company, is a leading national provider of physical rehabilitation services in conjunction with over 1,250 hospitals and skilled nursing facilities in 41 states. The Company also owns and/or operates freestanding rehabilitation and long-term acute care hospitals across the country. RehabCare is included in the Russell 2000 and Standard and Poor’s Small Cap 600 Indices.

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s current beliefs and expectations and are subject to significant risks and uncertainties. Actual results could differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from those set forth in the forward-looking statements include, but are not limited to, fluctuations in the market price of the Company’s stock, the successful consummation of the acquisition of Triumph HealthCare Holdings, Inc., the Company’s future operating results, the introduction of new regulation, general business and market conditions and other factors. Additional factors that could cause results to differ materially from those described in the forward-looking statements are discussed in the Company’s filings with the SEC, including its most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K available at the SEC’s Internet site at http://www.sec.gov. You are cautioned not to rely on forward-looking statements as the Company cannot predict or control many factors that affect its ability to achieve the results estimated. The Company makes no promise to update any forward looking statements as a result of changes in underlying factors, new information, future events or otherwise.

Rehabcare (NYSE:RHB)
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