LifeWatch AG

EQS-Adhoc: LifeWatch AG: BioTelemetry, Inc. Issues Prospectus for Public Tender Offer to Acquire LifeWatch AG


EQS Group-Ad-hoc: LifeWatch AG / Key word(s): Offer
LifeWatch AG: BioTelemetry, Inc. Issues Prospectus for Public Tender Offer to
Acquire LifeWatch AG

24-Apr-2017 / 23:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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BioTelemetry, Inc. Issues Prospectus for Public Tender Offer to Acquire
LifeWatch AG

LifeWatch Board of Directors Supports BioTelemetry Tender Offer


Zug/Switzerland, April 24, 2017 - LifeWatch AG (SIX Swiss Exchange: LIFE), a
leading developer and provider of medical solutions and remote diagnostic
monitoring services in the digital health market, announced today that
BioTelemetry published the prospectus for the public tender offer for all
publicly held registered shares of LifeWatch AG. Shareholders of LifeWatch will
receive either CHF 10.00 in cash and 0.1457 shares of BioTelemetry stock (Main
Offer Consideration) (equivalent to CHF 4.00 per LifeWatch share based on the
closing price of BioTelemetry on Friday, April 7, 2017) or CHF 8.00 in cash and
0.2185 shares of BioTelemetry stock (Alternative Offer Consideration)
(equivalent to CHF 6.00 per LifeWatch share based on the closing price of
BioTelemetry on Friday April 7, 2017), depending on individual shareholder
preference. Based on the April 7 share price, the total deal value was
approximately CHF 260 million. The Board of Directors of LifeWatch supports the
public tender offer by BioTelemetry and recommends that shareholders accept it.

Taking into consideration the closing price of BioTelemetry's stock on April 20,
2017, two trading days prior to the publication of the offer prospectus, the
Main Offer Consideration and the Alternative Offer Consideration now have values
of CHF 14.56 or CHF 14.84, respectively. The increase in BioTelemetry's stock
price since the initial announcement on April 9 has increased the total deal
value to a range of CHF 269 million to CHF 275 million.

Further information can be found in the report of the Board of Directors of
LifeWatch which is made available, together with the fairness opinion prepared
by Raiffeisen, atwww.lifewatch.com/public-tender-offer-Cardiac-Monitoring.htmlor
in the offer prospectus of BioTelemetryathttps://www.gobio.com/and on the
website of the Swiss Takeover Board,www.takeover.ch.

According to the timetable, the main offer period starts on May 10, 2017 and is
expected to end on May 23, 2017, subject to any extension of the offer period.

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 solutions 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 visit www.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 core laboratory services.
More information can be found at www.biotelinc.com.

Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements regarding, among other
things, statements about both BioTelemetry's and LifeWatch'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 Offer may not be accepted before expiration of a cooling-off period of ten
(10) trading days, which will run from April 25, 2017 through May 9, 2017,
unless extended by the Swiss Takeover Board.

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 offense in the U.S.

Additional features:


Document:http://n.eqs.com/c/fncls.ssp?u=UARMELCBKK
Document title: BioTelemetry, Inc. Issues Prospectus for Public Tender Offer to
Acquire LifeWatch AG
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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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566933  24-Apr-2017 CET/CEST
 



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