LifeWatch AG

EQS-Adhoc: LifeWatch AG: BioTelemetry, Inc. Launches a Tender Offer to Acquire LifeWatch AG


EQS Group-Ad-hoc: LifeWatch AG / Key word(s): Offer
LifeWatch AG: BioTelemetry, Inc. Launches a Tender Offer to Acquire LifeWatch AG

09-Apr-2017 / 23:23 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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BioTelemetry, Inc. Launches a Tender Offer to Acquire LifeWatch AG

Zug, Switzerland and Malvern, USA - April 9, 2017 - LifeWatch AG (SIX:LIFE) and
BioTelemetry, Inc. (NASDAQ:BEAT) announced today that the Companies have entered
into a definitive transaction agreement under which BioTelemetry will launch a
tender offer in Switzerland to acquire all of the outstanding shares of
LifeWatch AG, with shareholders receiving either CHF10.00 in cash and 0.1457
shares of BioTelemetry stock (equivalent to CHF4.00 per LifeWatch share based on
the closing price of BioTelemetry on Friday, April 7, 2017) or CHF8.00 in cash
and 0.2185 shares of BioTelemetry stock (equivalent to CHF6.00 per LifeWatch
share based on the closing price of BioTelemetry on Friday April 7, 2017),
depending on individual shareholder preference. The total deal value is
approximately CHF260 million. BioTelemetry will fund the transaction with a
combination of cash on hand, debt and equity. The board of directors of
BioTelemetry and LifeWatch (under exclusion of Dr. Robert Bider, Antoine Hubert
and Antoine Kohler) approved the transaction unanimously.

Headquartered in Switzerland with US operations based in Rosemont, Illinois,
LifeWatch is one of the most successful suppliers of remote cardiac monitoring
solutions. While both companies have a rich history of developing innovative
remote cardiac monitoring solutions, the combination will create one of the most
comprehensive connected health platforms in the world, far more capable of
delivering solutions necessary to meet today's healthcare challenges.
BioTelemetry expects the combination to yield significant synergies, to be
realized over the 12 to 18 month period, post-closing. Assuming the transaction
had occurred on January 1, 2017, and full synergies had been realized
immediately, the combined 2017 adjusted EBITDA would be approximately $95 to
$100 million. The Companies will work closely to determine how to best integrate
the two organizations to leverage the strengths of both while ensuring a smooth
and orderly transition.

Dr. Stephan Rietiker, Chief Executive Officer of LifeWatch AG, commented: "We
firmly believe that BioTelemetry is the best partner to maximize the future
potential of LifeWatch. We envision this combination will allow our employees
further opportunities to expand the business and leverage each others'
strengths. This union is a positive development for patients, payors, providers
and stakeholders. Pending a successful tender offer, we look forward to working
with the BioTelemetry team to provide our customers with industry leading
products and unmatched customer service."

Joseph H. Capper, President and Chief Executive Officer of BioTelemetry, Inc.,
added: "We are extremely excited to announce the acquisition of LifeWatch. We
believe the combination of the two, most innovative, remote cardiac monitoring
companies creates a unique opportunity to build an immensely successful
connected health platform, capable of delivering highly sought after life-saving
and cost-reduction solutions. If the tender offer is successful, this
transaction is expected to yield considerable efficiencies, creating tremendous
shareholder value. We look forward to working with the LifeWatch team and hope
to be able to welcome them to the BioTelemetry family in the near future."

Expected Timing
The transaction is expected to close in the third quarter of 2017. The
Pre-Announcement, including the conditions of the tender offer, is being
published concurrently with this press release. BioTelemetry intends to
disseminate an Offer Prospectus and commence the tender offer by mid-April 2017.

The transaction is conditioned upon:
At least 67% of all LifeWatch shares that are issued and outstanding at the end
of the offer period, which may be extended, tendering into the offer; andFurther
customary offer conditions described in the offer prospectus, including
regulatory approvals.
Advisors
Lazard is serving as LifeWatch's sole financial advisor. CMS von Erlach Poncet
AG and Fox, Swibel, Levin & Carroll, LLP are serving as lead legal advisors to
LifeWatch.

Raymond James is acting as lead financial advisor to BioTelemetry with Deloitte
providing financial advice on certain accounting and diligence matters.
Greenburg Traurig, LLP, Niederer Kraft & Frey and Reed Smith LLP are serving as
legal advisors to BioTelemetry.

Press Conference
BioTelemetry and LifeWatch will conduct a joint press conference tomorrow, April
10, 2017, at 09:00 CEST or 03:00 AM Eastern Time. The press conference will
occur at Convention Point, Selnaustrasse 30, CH-8001 Zurich, Switzerland.
Accredited members of the media and analysts are invited to attend in person.
There will also be a live audio webcast of the press conference which will be
archived on the companies' websites for approximately two weeks. The live audio
webcast can be found under the following
link:http://lifewatch100417-live.audio-webcast.com(login: lifewatch0417).

Dial-in numbers to join the live audio webcasts are detailed below:

CH:+41225805970
DE:+4969222229043
UK:+442030092452
USA:+18554027766
Participant PIN code:60170589#

For further questions:
LifeWatch AG, Andrew Moore, CFO
c/o Communicators AG , Ralph Spillmann
Mobile: +41 79 514 64 84
E-Mail: investor-relations@lifewatch.com

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, Israel and Turkey, and is the parent company of LifeWatch
Services Inc., LifeWatch Technologies, Ltd. and LifeWatch Turkey Holding AG
(joint venture). LifeWatch Services, Inc. is a leading U.S.-based provider of
cardiac monitoring services. LifeWatch Technologies Ltd., based in Israel, is a
leading manufacturer of digital health products. LifeWatch Sağlık Hizmetlerine
A.S. is the operative Turkish subsidiary of LifeWatch Turkey Holding AG and
provider of mobile cardiac telemetry services in Turkey. For additional
information, please visitwww.lifewatch.com.

About BioTelemetry
BioTelemetry, Inc., formerly known as CardioNet, Inc., is the leading wireless
medical technology company focused on the delivery of health information to
improve quality of life and reduce cost of care. The company currently provides
cardiac monitoring services, original equipment manufacturing with a primary
focus on cardiac monitoring devices and centralized cardiac core laboratory
services. More information can be found atwww.biotelinc.com.

Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements regarding, among other
things, statements about both, LifeWatch's and BioTelemetry's beliefs and
expectations, statements about BioTelemetry's proposed acquisition of LifeWatch
AG, including the timing and success of the tender offer and expectations
regarding the growth and success of the combined entity. These statements may be
identified by words such as "expect," "anticipate," "estimate," "intend,"
"plan," "believe," "promises", "projects," and other words and terms of similar
meaning. Such forward-looking statements are based on current expectations and
involve inherent risks and uncertainties, including important factors that could
delay, divert, or change any of these expectations, and could cause actual
outcomes and results to differ materially from current expectations. Factors
that may materially affect such forward-looking statements include:
BioTelemetry's ability to successfully complete the tender offer for LifeWatch's
shares or realize the anticipated benefits of the transaction; and the failure
of any of the conditions to BioTelemetry's tender offer to be satisfied. For
further details and a discussion of these and other risks and uncertainties,
please see BioTelemetry's public filings with the Securities and Exchange
Commission, including the company's latest periodic reports on Form 10-K and
10-Q respectively LifeWatch's past press releases, reports and other information
posted on LifeWatch's website. Readers are cautioned not to put undue reliance
on forward-looking statements, which reflect only opinions as of the date of
this press release. BioTelemetry and LifeWatch do not undertake, and
specifically disclaim, any obligation to publicly update or amend any
forward-looking statement, whether as a result of new information, future
events, or otherwise.

OFFER RESTRICTIONS
The public tender offer described in the offer documents (the "Offer") is not
being and will not be made, directly or indirectly, in any country or
jurisdiction in which it would be considered unlawful or otherwise violate any
applicable laws or regulations, or which would require BioTelemetry or any of
its subsidiaries to change or amend the terms or conditions of the Offer in any
material way, to make an additional filing with any governmental, regulatory or
other authority or take additional action in relation to the Offer. It is not
intended to extend the Offer to any such country or jurisdiction. Any such
documents relating to the Offer must neither be distributed in any such country
or jurisdiction nor be sent into such country or jurisdiction, and must not be
used for the purpose of soliciting the purchase of securities of LifeWatch by
any person or entity resident or incorporated in any such country or
jurisdiction.

Notice to U.S. Persons Holding LifeWatch Shares
The Offer is made for the securities of a non-U.S. company. The Offer is subject
to the disclosure and procedural requirements of Switzerland, which are
different from those of the United States (the "U.S.").

The pre-announcement available on BioTelemetry's website does not constitute the
Offer. Cardiac Monitoring Holding Company, LLC, a subsidiary of BioTelemetry,
(the "Offeror") will disseminate the offer prospectus (the Offer Prospectus)
(with full Offer terms and conditions) as required by applicable law, and the
shareholders of LifeWatch should review the Offer Prospectus and all other Offer
documents carefully. The Offer may not be accepted before publication of the
Offer Prospectus and expiration of a cooling-off period of ten (10) trading days
(if not extended by the Swiss Takeover Board), which will run from the trading
day immediately after the publication date of the Offer Prospectus.

According to the laws of Switzerland, LifeWatch Shares tendered into the Offer
may be withdrawn after they are tendered until the expiration of the main offer
period.

BioTelemetry and any of its subsidiaries and any advisor, broker or financial
institution acting as an agent or for the account or benefit of BioTelemetry or
the Offeror may, subject to applicable Swiss securities laws, rules and
regulations, make certain purchases of, or arrangements to purchase, LifeWatch
Shares from shareholders of LifeWatch who are willing to sell their LifeWatch
Shares outside the Offer from time to time, including purchases in the open
market at prevailing prices or in private transactions at negotiated prices. The
Offeror will disclose promptly any information regarding such purchases of
LifeWatch Shares in Switzerland through the electronic media and/or the stock
exchange and in the U.S. by means of a press release, if and to the extent
required under applicable laws, rules and regulations in Switzerland.

It may be difficult for U.S. holders to enforce their rights and any claim
arising out of U.S. federal securities laws, since LifeWatch is located in a
non-U.S. jurisdiction, and some or all of its officers and directors may be
residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a
non-U.S. company or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's judgment.

The receipt of cash and stock consideration in the Offer by a U.S. shareholder
will generally be a taxable transaction for U.S. federal, state and local income
tax purposes. Each U.S. shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of acceptance of
the Offer.

Securities may not be offered or sold in the U.S. absent registration or an
exemption from registration under the U.S. Securities Act. It is expected that
the Offer will be subject to a Tier I exemption pursuant to Rule 14d-1(c) of the
U.S. Securities Exchange Act of 1934, as amended, and that the issuance of
BioTelemetry Common Stock in connection therewith will be exempt from
registration under the U.S. Securities Act of 1933, as amended, pursuant to Rule
802 thereof.

Neither the Securities and Exchange Commission nor any securities commission of
any State of the U.S. has (a) approved or disapproved of the Offer, (b) passed
upon the merits or fairness of the Offer, or (c) passed upon the adequacy or
accuracy of the disclosure in the pre-announcement. Any representation to the
contrary is a criminal offence in the U.S.

 

Additional features:


Document:http://n.eqs.com/c/fncls.ssp?u=IQJIWXNFEK
Document title: 20170409 LION Release_EN_FINAL
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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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563495  09-Apr-2017 CET/CEST
 



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