AEVIS VICTORIA SA

EQS-Adhoc: AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for LifeWatch Ltd.


EQS Group-Ad-hoc: AEVIS VICTORIA SA / Key word(s): Offer
AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for
LifeWatch Ltd.

20-Feb-2017 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND
JAPAN


Press release

Fribourg, 20 February 2017

AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for
LifeWatch Ltd.

The exchange offer values the LifeWatch share between CHF 12.40 and CHF 13.60

AEVIS VICTORIA SA (AEVIS) today published its prospectus regarding the public
takeover offer for all publicly held registered shares of LifeWatch Ltd.
(LifeWatch), which was pre-announced on 24 January 2017.

Since AEVIS shares are not deemed liquid according to public takeover
regulations, Ernst & Young was mandated to independently value the AEVIS share.
Ernst & Young has valued the AEVIS share between CHF 68.20 and CHF 74.80. The
LifeWatch share is consequently valued between CHF 12.40 and CHF 13.60 in the
context of the exchange offer.

AEVIS and its reference shareholders already hold 2'216'267 registered shares of
LifeWatch, which represents 11.99% of the share-capital and voting rights. The
public takeover offer is subject to several conditions, one of which being that
AEVIS holds 67% of the LifeWatch registered shares at the end of the offer
period. Upon successful completion of the offer, LifeWatch would become an
independently managed subsidiary of AEVIS, allowing AEVIS to sustainably
reinforce its telemedicine activities. AEVIS intends to significantly contribute
to pursuing LifeWatch's growth strategy and is convinced that LifeWatch would
benefit from the support of a reference shareholder with a strong presence in
the healthcare sector. AEVIS would be able to provide a long-term vision and the
necessary financial means to develop the business model.

The offer period will start on 7 March 2017 and end on 10 April 2017 at 16h00
CEST. UBS SA was mandated by AEVIS for the execution of the public takeover
offer.

As part of this public takeover offer, AEVIS will publish its annual results
2016 on 27 March 2017.

Access to offer documents:
The prospectus can be obtained with UBS SA Prospectus Library, PO Box, 8098
Zurich, tel +41 44 239 47 03, fax +41 44 239 69 14,
e-mailswiss-prospectus@ubs.com.

The documentation can also be downloaded via the following link:
http://www.aevis.com/websites/aevis/English/3700/other-information.html

For more information:
AEVIS VICTORIA SA Media and Investor Relations: c/o Dynamics Group, Zurich
Philippe R. Blangey, prb@dynamicsgroup.ch, +41 (0) 43 268 32 35 or +41 (0) 79
785 46 32
Séverine Van der Schueren, svanderschueren@aevis.com, +41 (0) 26 350 02 02

AEVIS VICTORIA SA - Investing for a better life
AEVIS VICTORIA SA invests in services to people, healthcare, hospitality, life
sciences and lifestyle. AEVIS VICTORIA?s main shareholdings are Swiss Medical
Network SA, the second largest group of private hospitals in Switzerland,
Victoria-Jungfrau Collection AG, a luxury hotel group managing four luxury
hotels in Switzerland, a hospitals and hospitality real estate division,
Medgate, the leading telemedicine provider in Switzerland, and NESCENS SA, a
brand dedicated to better aging. AEVIS is listed on the Swiss Reporting Standard
of the SIX Swiss Exchange (AEVS.SW). www.aevis.com.

RESTRICTIONS TO THE OFFER

General
The offer described in this press release is not made directly or indirectly in
any country or jurisdiction in which such offer would be considered unlawful or
in which it would otherwise violate any applicable law or regulation, or which
would require the offeror to amend the terms or conditions of the offer in any
way, or which would require the offeror to make any additional filing with or
take any additional action with regard to any governmental, regulatory or legal
authority. The offeror does not intend to extend the offer to any such country
or jurisdiction. Documents relating to the offer may not be distributed in such
countries or jurisdictions or sent into such countries or jurisdictions and may
not be used for purposes of soliciting the purchase of any securities of
LifeWatch by any person or entity resident or incorporated in such countries or
jurisdictions.

United States of America
The public tender offer described in this press release is not made directly or
indirectly in or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States of America and may only be accepted outside the
United States of America. This includes, but is not limited to, facsimile
transmission, telex or telephones. This press release and any offering materials
with respect to the public tender offer described in this press release may not
be distributed in nor sent to the United States of America and may not be used
for the purpose of soliciting the sale or purchase of any securities of
LifeWatch from anyone in the United States of America. The offeror will not be
soliciting the tender of securities of LifeWatch by any holder of such
securities in the United States of America. Securities of LifeWatch will not be
accepted from holders of such securities in the United States of America. Any
purported acceptance of the offer that the offeror or its agents believe has
been made in or from the United States of America will be invalidated. The
offeror reserves the absolute right to reject any and all acceptances determined
by them not to be in the proper form or the acceptance of which may be unlawful.

The securities to be issued pursuant to the public tender offer described in
this press release have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), nor under any
law of any state of the United States of America, and may not be offered, sold,
resold, or delivered, directly or indirectly, in or into the United States of
America, except pursuant to an exemption from the registration requirements of
the U.S. Securities Act and the applicable state securities laws. Neither this
press release nor the public tender offer described in this press release does
constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States of America or in any other jurisdiction in which
such an offer or solicitation would be unlawful. Securities may not be offered
or sold in the United States of America absent registration or an exemption from
registration. AEVIS will not register or make a public offer of its securities,
or otherwise conduct the public tender offer, in the United States of America.

United Kingdom
This communication is directed only at persons in the U.K. who (i) have
professional experience in matters relating to investments, (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of The Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully
be communicated (all such persons together being referred to as "relevant
persons"). This communication must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be engaged
in only with relevant persons.

Australia, Canada, Japan
The public tender offer described in this press release is not addressed to
shareholders of LifeWatch whose place of residence, seat or habitual abode is in
Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area
The public tender offer described in this press release (the "Offer") is only
being made within the European Economic Area ("EEA") pursuant to an exemption
under Directive 2003/71/EC (as amended and together with any applicable adopting
or amending measures in any relevant member state (as defined below), the
"Prospectus Directive"), as implemented in each member state of the EEA (each a
"relevant member state"), from the requirement to publish a prospectus that has
been approved by the competent authority in that relevant member state and
published in accordance with the Prospectus Directive as implemented in that
relevant member state or, where appropriate, approved in another relevant member
state and notified to the competent authority in that relevant member state, all
in accordance with the Prospectus Directive. Accordingly, in the EEA, the Offer
and documents or other materials in relation to the offer and the shares in
AEVIS (the "Offeror Shares") are only addressed to, and are only directed at,
(i) qualified investors ("qualified investors") in the relevant member state
within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in
the relevant member state, and (ii) persons who hold, and will tender, the
equivalent of at least EUR 100,000 worth of shares in LifeWatch (the "Target
Shares") in exchange for the receipt of offeror Shares (collectively, "permitted
participants"). This press release and the documents and other materials in
relation to the offer may not be acted or relied upon by persons in the EEA who
are not permitted participants, and each shareholder of LifeWatch seeking to
participate in the offer that is resident in the EEA will be deemed to have
represented and agreed that it is a qualified investor or that it is tendering
the equivalent of EUR 100,000 worth of Target Shares in exchange of offeror
Shares.

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End of ad hoc announcement------------------------------------------------------

545683  20-Feb-2017 CET/CEST
 

 


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