LifeWatch AG

EQS-Adhoc: LifeWatch AG: Exemption from Publicity Obligations under Listing Requirements


EQS Group-Ad-hoc: LifeWatch AG / Key word(s): Mergers & Acquisitions
LifeWatch AG: Exemption from Publicity Obligations under Listing Requirements

28-Aug-2017 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
--------------------------------------------------------------------------------
Exemption from Publicity Obligations under Listing Requirements

ZUG/Switzerland, 28 August, 2017 - Cardiac Monitoring Holding Company, LLC, a
subsidiary of BioTelemetry, Inc. (NASDAQ:BEAT), published an offer prospectus
regarding a public tender offer for all publicly held registered shares of
LifeWatch AG (SIX:LIFE). The public tender offer was settled on 12 July 2017.

On 15 August 2017, LifeWatch AG applied for an exemption from certain listing
requirements.

In a decision dated 25 August 2017, SIX Exchange Regulation granted LifeWatch AG
various time-limited exemptions from the listing requirements.

The content and duration of the granted exemptions are set out in the decision
of SIX Exchange Regulation, which is reproduced verbatim below. The exemptions
come into force upon publication of this ad-hoc notice.

Sections I to III of the dispositive part of the decision read as follows:

I. LifeWatch AG (issuer), Zug, Canton of Zug, is exempted under the reservation
of section VI. from the following disclosure and publicity obligations in
respect of the continued fulfilment of listing requirements until the expiration
of the best price rule period pursuant to art. 10 Takeover Ordinance of 21
August 2008 (TOO) within the scope of the tender offer of Cardiac Monitoring
Holding Company LLC, Malvern/Pennsylvanian, United States of America, for all
publicly held registered shares of the issuer (Best Price Rule Period), means up
to and including December 28, 2017;

a. The obligation to prepare, submit and publish the semi-annual financial
statement for the business year 2017 (art. 50 et seq. Listing Rules [LR] in
connection with art. 11 et seqq. Directive on Financial Reporting [DFR] as well
as Directive on Regular Reporting Obligations [DRRO]);

b. The obligation to make ad hoc notices (art. 53 LR in connection with
Directive on Ad hoc Publicity [DAH]), other than the ad hoc notice of the
delisting date of LifeWatch AG registered shares from SIX Swiss Exchange [SIX]
upon its determination.

c. The obligation to disclose management transactions (art. 56 LR).

d. The obligation to produce and publish the corporate calendar (art. 52 LR).

e. The following reporting obligations pursuant to art. 55 LR in connection with
art. 9 DRRO:

- 1.05 change of external auditors;

- 1.06 change of balance sheet date;

- 1.07 change to contact persons (except 1.07(6) person for regular reporting
obligations in accordance with DRRO);

- 1.08 change to the weblink: 1.08(1) issuer's general website, 1.08(4)
corporate calendar and 1.08(5) directory of financial statements;

- 2.01(2) submission of the semi-annual report;

- 3.03 invitation to the general meeting of shareholders;

- 3.05 resolution on opting out/up pursuant to art. 125 para. 3 and art. 135
para. 1 of the Financial Market Infrastructure Act of 19 June 2015 (FMIA);

- 3.06 resolution on restrictions on transferability, pursuant to art. 685d et
seqq, of Swiss Code of Obligations (CO):

- 5.02 reporting of conditional capital.

II. The exemptions section I. a. - e. shall become effective under the condition
that LifeWatch AG publishes an ad hoc notice of the grant and contents of the
exemptions according to section VI.

III. For the period beginning after the expiration of the Best Price Rule Period
on December 28, 2017 the issuer is exempted until February 28, 2018, from the
obligations according to section I. provided that none of the following events
occurred until December 28, 2017 or occur until February 28, 2018:

a. Entry of one or more minority shareholders of LifeWatch AG into the
squeeze-out proceeding of the registered shares, in accordance with art. 137
FMIA (Squeeze-Out Proceeding), pending in the Supreme Court of the Canton of Zug
(Obergericht des Kantons Zug);

b. Cardiac Monitoring Holding Company, LLC, Malvern/Pennsylvania, United States
of America, or its legal successor withdraws from the Squeeze-Out Proceeding
pending in the Supreme Court of the Canton of Zug (Obergericht des Kantons Zug):

c. The squeeze-out action regarding the LifeWatch AG registered shares is
dismissed by the Supreme Court of the Canton of Zug (Obergericht des Kantons
Zug);

d. The decision of the Supreme Court of the Canton of Zug (Obergericht des
Kantons Zug) regarding the cancellation of the LifeWatch AG registered shares
has been appealed.

Should one or more of the events described in section III. a. - d. occuruntilthe
expiration of the Best Price Rule Period, the exempted obligations according to
section I. shall become effective after the Best Price Rule Period, i.e. on
December 28, 2017.

Should one or more of the events described in section III. a. - d. occurafterthe
expiration of the Best Price Rule Period, the exempted obligations according to
Section I. shall become effective immediately.

In case of a resurgence of the obligations according to section I. the issuer
has to submit and publish the semi-annual financial statement for the business
year 2017 within six weeks of the resurgence of the obligations according to
section I. (art. 50 et seq. LR in connection with art. 11 et seqq. DFR as well
as art. 9 para. 2.01(2) DRRO).


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.

--------------------------------------------------------------------------------
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

--------------------------------------------------------------------------------

604377  28-Aug-2017 CET/CEST
 



Weitere Meldungen: LifeWatch AG

Das könnte Sie auch interessieren: