Genesis Health Ventures to Acquire Vitalink Pharmacy Services, Inc. 
Establishing a $900 Million Integrated
Pharmacy Services Business

         KENNETT SQUARE, Penn.--(BW HealthWire)-- April 27, 1998--Genesis Health
Ventures, Inc. a leading provider of eldercare services in the eastern and
mid-western United States, today announced that it has entered into a definitive
agreement to acquire Vitalink Pharmacy Services, Inc., for approximately $600
million plus the assumption of approximately $90 million of indebtedness for a
total consideration of approximately $690 million. Genesis will merge Vitalink
with its NeighborCareSM pharmacy operations to create a combined integrated
pharmacy services business with revenues of approximately $900 million. The
transaction has been unanimously approved by the Boards of Directors of both
companies.

         Genesis will offer $22.50 per share to acquire all of Vitalink's
outstanding shares in a cash election merger. Vitalink shareholders will be
permitted to elect to receive either $22.50 per share in cash or $22.50 per
share in a dividend yielding convertible preferred stock with the preferred
stock to account for 50% of the total consideration. Manor Care, Inc., the
holder of approximately 50% of the shares of Vitalink, has agreed to elect to
exchange all of its Vitalink shares for the preferred stock. The form of Manor
Care's consideration will be prorated to the extent that other Vitalink
shareholders elect to receive preferred stock.

         The preferred stock will have a face value of approximately $300
million and an initial dividend of 5.9375% and generally will not be
transferable without the consent of Genesis. The terms of the transaction call
for the preferred stock to be convertible into Genesis common shares at $37.20
per share and it may be called for conversion after three years, provided
Genesis' stock price reaches certain trading levels. After the fourth year, if
Genesis' stock price has not reached specified trading levels, the preferred
stock may be called for conversion by Genesis subject to a market-based call
premium provision.

         "The acquisition of Vitalink is consistent with our stated goal to
significantly expand the specialty medical and community-based services
components of our business in fiscal 1998 and will be accretive to earnings per
share," commented Michael R. Walker, Genesis Chairman and Chief Executive
Officer.

         "Vitalink adds approximately 172,000 beds and 57 pharmacies to
NeighborCare, with approximately 75% of the revenues and cash flows in or
adjacent to Genesis' existing markets. On a pro forma basis, our NeighborCare
pharmacy and medical equipment/supply business will account for approximately
47% of Genesis' consolidated revenues," Walker noted.

         "Together, our more than 100 institutional and community-based
pharmacies will serve more than 260,000 long-term care beds, 80% of which are
located in or adjacent to our five regional market concentrations in the eastern
and mid-western United States," he said. "In addition, we will be well
positioned to pursue the community-based opportunities that we expect will fuel
market growth and expansion in the coming years," Walker added.






         Stewart Bainum, Jr., Chairman and Chief Executive Officer of Manor
Care, commented, "The combination of Vitalink and NeighborCare will be a
powerful force in the institutional pharmacy business. This transaction enhances
Manor Care's pharmacy investment, providing the Company with a stronger platform
for improved returns." Bainum continued, "The convertible preferred stock that
we anticipate receiving as consideration for our interest in Vitalink will
provide current cash flow to Manor Care on a tax-efficient basis for investment
in our high growth assisted living business."


         Following the sale, Manor Care will continue to purchase from the
Vitalink operations all of its pharmacy services and related pharmacy consulting
services.


         Manor Care has provided Genesis with an irrevocable proxy to vote its
Vitalink shares in favor of the merger. Upon closing of the transaction, it is
anticipated that Manor Care will own approximately 18% of Genesis' pro forma
diluted shares outstanding assuming the Vitalink shareholders other than Manor
Care elect to receive cash for their shares. Manor Care will be subject to
certain voting and standstill agreements and will have one representative on the
Genesis Board of Directors.


         The combination of the equity to be issued in this transaction through
the convertible preferred stock along with expected deleveraging events in the
range of $200-$250 million will assist Genesis in achieving a 50% debt to total
book capitalization ratio.

         The transaction is subject to regulatory and shareholder approval of
both companies as well as receipt of financing and is expected to close in late
fiscal year 1998.

         The above statements include forward-looking statements. The Company
cautions investors that any forward-looking statements made by the Company are
not guarantees of future performance. Numerous factors exist which, in some
cases have affected, and in the future could cause results to differ materially
from these expectations. These statements involve risks and uncertainties
concerning the implementation and interpretation of healthcare reform
legislation and other factors as detailed from time to time in the Company's
filings with the Securities and Exchange Commission.

         Vitalink provides medications, consulting, infusion and other ancillary
services to customers with 172,000 institutional beds in 36 states as well as to
home infusion patients.

         Manor Care, Inc., founded in 1959 through a corporate predecessor, is
the industry leader in Alzheimer's disease management and one of the largest
long-term care providers in the United States. The Company operates 171 nursing
facilities containing 24,124 beds and 37 assisted living facilities with 3,875
units in 29 states. Manor Care owns approximately 50% of Vitalink Pharmacy
Services, Inc. and holds a controlling interest in In Home Health, Inc.






         Genesis Health Ventures, Inc., a recognized innovator in the healthcare
industry, was founded in 1985 to redefine how America cares for the elderly and
is dedicated to helping older adults live a Full LifeSM as independently as
possible in their later years. The Company, which consolidated its businesses
under the brand name Genesis ElderCareSM in 1996, has established Genesis
ElderCare(SM) Networks in five regional markets in the eastern United States and
currently serves more than 150,000 customers daily.

Contact 

Investors:
     Genesis
     George V. Hager, Jr.
     Senior Vice President and Chief Financial Officer
     610-444-6350
          or
     Vitalink
     Scott T. Macomber
     Senior Vice President and Chief Financial Officer
     630-245-4800
          or
     Manor Care
     Leigh C. Comas
     Vice President, Finance and Treasurer
     301-979-4000
          or
     Media:
     Genesis
     Jeanne Moore
     Director Public Relations
     410-494-8978

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