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MSO Holdings, Inc. Announces Agreement and Plan of Merger to Acquire Resources For Living, Ltd.

Posted on: Wednesday, 16 November 2005, 15:00 CST

BANNOCKBURN, Ill., Nov. 16 /PRNewswire-FirstCall/ -- MSO Holdings, Inc. (BULLETIN BOARD: MSOD) ("MSO") today announced that it has entered into an Agreement and Plan of Merger to acquire Resources For Living, Ltd. ("RFL"). The closing of the transaction is subject to certain conditions, including, without limitation, the completion of an equity or debt financing by MSO which would enable MSO to pay the cash purchase price for all of the outstanding partnership units of RFL. The parties anticipate closing the transaction on or before December 31, 2005. The purchase price will be $15 million in cash. The management of each company will be largely retained, subject to restructuring and possible reassignment for certain individuals.

MSO is an Obesity Disease Management (ODM) Company that manages the provision of two treatment options for obesity. The first is a non- interventional weight-loss treatment through telephonic behavioral coaching by licensed behavioral healthcare professionals. The second is a surgical option which includes gastric bypass surgery performed at Centers for Obesity Related Illness which MSO manages at certain acute care hospitals in the United States.

RFL is a behavioral wellness company that has been in existence since 1988, providing a wide array of behavioral health services, including Employee Assistance Programs (EAP), work/life, substance abuse treatment, performance improvement coaching and health and wellness services. It has no outstanding debt and a history of growth. Since July of 2005, MSO has managed certain aspects of RFL's business under an agreement that has enabled MSO to offer a four-tiered ODM program to health plans, self insured corporations, self insured labor unions, certain government entities and the general public.

Albert Henry, Chairman and Chief Executive Officer of MSO Holdings, Inc. said, "MSO and RFL signed a contract in July of 2005 through which RFL has provided weight loss and behavioral coaching to MSO clients and their patients. This agreement and the resulting presentation that we have made to health plans, corporations, hospital systems and unions made it clear to us that the companies had extremely complimentary skill sets, markets and management strengths. We already have several ODM contracts in negotiation. As a result, we have agreed to combine the companies and bring RFL's existing management on as a part of the MSO team. The combination of MSO and RFL in my opinion forms the most experienced ODM Company in the U.S. with the best outcomes. We look forward to closing the merger and growing our business together."

Wayne Parchman, President and CEO of RFL stated, "The merger of RFL and MSO will enable us to enhance the synergies of combining behavioral services with medical practice. I believe our combined resources will result in the most comprehensive ODM program available, as well as enable us to offer a wider array of health and wellness services in a fully integrated manner."

MSO corporate offices are in Bannockburn, IL (Chicago suburb). For more information, call Tom Mason, Chief Financial Officer, at 847-267-0801 or visit http://www.msomedical.com/ . Additional information about RFL may be found at http://www.rfl.com/ .

This press release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this press release and include all statements that are not historical statement of fact. The words "may,""would,""could,""will,""increase,""expect,""implement,""estimate,""anticipate,""believes,""intends,""plans," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that such statements are not guarantees of future performance and involve various risks and uncertainties, many of which are beyond the MSO's control. Actual results may differ materially from those discussed in the forward-looking statements as a result of factors described below. These risks include, but are not limited to, competitive market pressures, material changes in customer demand, availability of labor, MSO's ability to perform contracts, governmental policies adverse to the health care industry, economic and competitive conditions, and other risks outside the control of the Company, as well as those factors discussed in detail in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section of the Company's Registration Statement on Form SB-2 (No. 333-127838) filed on August 25, 2005. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events of circumstances after the date hereof or to reflect the occurrence of unanticipated events.

MSO Holdings, Inc.

CONTACT: Tom Mason, Chief Financial Officer, of MSO Holdings,+1-847-267-0801

Web site: http://www.msomedical.com/http://www.rfl.com/

Source: PRNewswire-FirstCall

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