MINNEAPOLIS — Health Fitness Corporation (HFC) has signed an agreement to acquire the business assets of the Health & Fitness Services Division (HFS Division) of Johnson & Johnson Health Care Systems Inc. (JJHCS) for an undisclosed purchase price.

Assets to be acquired by HFC consist primarily of client contracts, proprietary wellness, lifestyle and health promotion programs and other health and wellness services of the HFS Division, the company said.

Johnson & Johnson Health Care Systems will retain its Integrated Behavioral Solutions business unit, and will license certain Behavioral Solutions methodologies to HFC for use in its business. As part of the transaction, HFC will enter into a multi-year management contract with another subsidiary of Johnson & Johnson under which HFC will manage 30 Johnson & Johnson affiliate sites, making J&J and its affiliates HFC's largest client.

As a result of this acquisition, HFC said it will have the largest market share and geographical presence in the industry, and will be well positioned to continue serving all of its existing clients together with those of the HFS Division, and to build new business. The closing is subject to conditions that the parties are endeavoring to satisfy within the next 45 to 60 days.

“This transaction will make Health Fitness Corporation the leader in the worksite wellness and corporate fitness industry,” said Jerry Noyce, Health Fitness Corp. CEO and president.” “As companies seek relief from their rising health care premiums and medical costs, they increasingly look to their health and wellness program providers to deliver a more complete range of health enhancement offerings. We are tremendously excited about the opportunity to broaden our program offerings by integrating the Health & Fitness Services division of Johnson & Johnson Health Care Services into Health Fitness Corporation. Employers want programs that produce quantifiable results. We have a greater opportunity to impact those trends by combining our existing program offerings with those we are acquiring, and delivering superior services to the worksite.”

The HFS Division of Johnson & Johnson Health Care Systems has been serving clients since 1986, providing corporate fitness and wellness services and programs to companies across the United States and Canada and in Latin America. Services include: health and fitness center management, consulting, occupational health services, health risk assessment programs, wellness, fitness, injury prevention and treatment programs and data analysis services. Currently, the HFS Division manages approximately 190 health fitness centers throughout the United States

HFC said it plans to finance the acquisition of the HFS Division primarily with a bank term loan; supplemented with venture financing.