LifeWatch AG

EQS-Adhoc: LifeWatch AG: LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and continues solicitation process


EQS Group-Ad-hoc: LifeWatch AG / Key word(s): Offer/Statement
LifeWatch AG: LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and
continues solicitation process

10-March-2017 / 17:45 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and continues
solicitation process


Zug/Switzerland - LifeWatch AG (SIX Swiss Exchange: LIFE), a leading developer
and provider of medical solutions and remote diagnostic monitoring services in
the digital health market, announces that the Board of Directors Report on the
AEVIS VICTORIA SA public bid for all shares of LifeWatch was published today.

Following a thorough review of the AEVIS VICTORIA SA offer by the Committee of
the Board of Directors (consisting of four non-conflicted board members), the
Board of Directors, excluding the conflicted board members, recommends rejection
of the offer, since they conclude that the offer is neither in the best interest
of the Company nor its shareholders.

The Committee sees more value for the Company and the Company's shareholders by
further pursuing the Company's strategy on a stand-alone basis or by combining
with a suitable industrial partner. The considerations which led to this
conclusion include:

- No identifiable strategic benefit for LifeWatch in a combination with AEVIS
VICTORIA SA and no clear rationale as outlined in the prospectus;

- No identifiable revenue or cost synergies available through a combination with
AEVIS VICTORIA SA;

- Lack of clear business strategy and development of AEVIS VICTORIA SA in the
telemedicine segment, particularly following the loss of two important clients
and job cuts at Medgate, both of which were recently announced;

- The substantial risks of the proposed transaction as detailed by AEVIS
VICTORIA SA in their prospectus (integration of LifeWatch into AEVIS VICTORIA
SA, no current activities of AEVIS VICTORIA SA in LifeWatch's business segment,
realization of synergies, etc.);

- Inadequate valuation, since both the cash offer and the share offer (based on
Aevis' current share price) are substantially below LifeWatch's current share
price. Furthermore, the AEVIS VICTORIA SA share has only limited liquidity.

The solicitation process with other parties is on-going and the Company will
report to shareholders as soon as the situation allows.

Please find attached the full board report in German, French and English.

 

About LifeWatch AG

LifeWatch AG, headquartered in Zug and listed on SIX Swiss Exchange (LIFE),
Switzerland, is a leading healthcare technology and solution company,
specializing in advanced digital health systems and wireless remote diagnostic
patient monitoring services. LifeWatch's services provide physicians with
critical information to determine appropriate treatment and thereby improve
patient outcomes. LifeWatch AG has operative subsidiaries in the United States,
in Switzerland and in Israel, and is the parent company of LifeWatch Services
Inc., and LifeWatch Technologies, Ltd. LifeWatch Services, Inc. is a leading
U.S.-based provider of cardiac monitoring services. LifeWatch Technologies Ltd.,
based in Israel, is a leading developer and manufacturer of telemedicine
products. For additional information, please visitwww.lifewatch.com.

Sign up for customized e-mail alerts and documentation requests at
https://www.lifewatch.com/Investor-Relations/Alert-Service.html

This press release includes forward-looking statements. All statements other
than statements of historical facts contained in this press release, including
statements regarding future results of operations and financial position, the
business strategy, and plans and objectives for future operations, are
forward-looking statements. The words "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect" and similar expressions are
intended to identify forward-looking statements. LifeWatch AG has based these
forward-looking statements largely on current expectations and projections about
future events and financial trends that it believes may affect the financial
condition, results of operations, business strategy, short-term and long-term
business operations and objectives, and financial needs. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions. In
light of these risks, uncertainties and assumptions, the forward-looking events
and circumstances described may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. All forward-looking statements are based only on
data available to LifeWatch AG at the time of the issue of this press release.
LifeWatch AG does not undertake any obligation to update any forward-looking
statements contained in this press release as a result of new information,
future events or otherwise.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST
NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL
CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN
OFFER OF SECURITIES OF LIFEWATCH AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE
UNITED STATES, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF
LIFEWATCH AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE
SECURITIES OF LIFEWATCH AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED
WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES
SECURITIES LAWS.

Additional features:


Document:http://n.eqs.com/c/fncls.ssp?u=WJLXVPPSJG
Document title: 20170310_LifeWatch_Board Report_EN
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End of ad hoc announcement------------------------------------------------------

Language: English

Company:  LifeWatch AG

          Baarerstrasse 139

          6300 Zug

          Switzerland

Phone:    +41 41 728 67 78

Internet: www.lifewatch.com

ISIN:     CH0012815459

Valor:    811189

Listed:   Regulated Unofficial Market in Berlin, Stuttgart; Open Market in
Frankfurt; SIX Swiss Exchange



 

End of Announcement EQS Group News Service

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553031  10-March-2017 CET/CEST
 

 


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