EANS-Adhoc: LifeWatch Board declines request of change in control (with document)
24.05.2012 – 06:57
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information/LifeWatch AG 24.05.2012 Neuhausen am Rheinfall / Switzerland - The LifeWatch Board declines the request of a group of shareholders for a change of control by a majority representation on the Board of Directors and invites the group of shareholders corresponding to its participation to be represented by one member of the Board. You will find a PDF-version of this press release at the end of this message. The Board of Directors of LifeWatch AG has received a letter from a group of shareholders requesting a majority representation on the Board of Directors and thereby seeking a factual change of control over LifeWatch on 15 May 2012. That day the group of shareholders has disclosed a participation in the share capital of LifeWatch of 17.7%. Pursuant to the official notification the group of shareholders consists of 5 direct shareholders and 7 individuals that beneficially own or control the direct shareholders and this group of shareholders is represented by Patrick Schildknecht and Martin Eberhard. The Board of LifeWatch is convinced that the approach chosen by the group of shareholders holding an interest of 17.7% to claim a majority representation on the Board does not comply with principles of good corporate governance and does not treat all shareholders equally and therefore is not in the best interest of all shareholders including the company's retail shareholders. The Board is convinced that a change of control of LifeWatch as well as the requested majority representation on the Board should be achieved by a public takeover offer only and treat all shareholders equally in a transparent manner. As a general principle of Swiss corporate law, the board of directors must not support a "silent" takeover through a factual change of control of the board of directors if the shareholder claiming such control holds less than one third of the voting rights. This is particularly important if the investors do not intend to achieve full control over the company, but intend to maintain the listing under a new controlling leadership. The Board has invited the representatives of the group of shareholders to present the name of a candidate for election as representative of the group of shareholders to the Board. The Board acknowledges that a group of shareholders who together holds 17.7% of the Company's shares has a legitimate interest to be represented on the Board corresponding to its participation in the Company. As a consequence, the Board included an additional agenda item regarding the election of one new member of the Board on the agenda for the forthcoming annual shareholders' meeting to be held on 28 June 2012. The invitation for the annual shareholders' meeting will be published in the Swiss Official Gazette of Commerce (SOGC) on May 25, 2012. In this context the Board of LifeWatch wants to point out the progress the Company has made since summer 2011. In collaboration with McKinsey & Company LifeWatch developed a strategy for more diversification into new geographies and service areas. By this strategy LifeWatch wants first to stay the clear market leader in the U.S. and secondly wants to diminish its dependence from the important U.S. healthcare market with its rigid changes. In the first quarter of 2012 the ELITE Service was introduced to the market which was widely accepted by patients and physicians and has already set a new standard in the wireless cardiac monitoring after such a short time. Also the Ansar testing technology has been introduced in the first quarter of 2012 and will contribute clinical benefits for the diagnosis of cardiac diseases. For the second half of 2012 LifeWatch has already announced the presentation of two new product and services whose development is well underway and one of them will be introduced to the public and the professional audience already before the Annual Shareholder Meeting. With these products LifeWatch takes the chance to enter into new geographies outside from the U.S. and into the business with wellness products and consumer goods. About LifeWatch AG: LifeWatch AG, headquartered in Neuhausen am Rheinfall and listed on SIX Swiss Exchange (LIFE), Switzerland, is the leading healthcare technology and solution company, specializing in advanced telehealth systems and wireless remote patient monitoring services. LifeWatch services cater to individuals, ranging from high-risk and chronically ill patients, to consumers of health and wellness products. LifeWatch has subsidiaries in the United States, the Netherlands, Japan, the United Kingdom, Switzerland and Israel. LifeWatch AG is the parent company of LifeWatch Services Inc., a leading US-based cardiac monitoring service provider, and manufacturer of telecardiology products. LifeWatch is also introducing a new program for Home Sleep Testing of Obstructive Sleep Apnea (OSA) patients under the brand name NiteWatch. For additional information, please visit www.lifewatch.com. Sign-up for customized E-mail alerts and documentation requests is available at http://production.investis.com/lifewatch/alert-service/ 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, 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 SHOULD 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 REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM LIFEWATCH AG OR ITS SUBSIDIARIES, AS APPLICABLE, AND WILL CONTAIN DETAILED INFORMATION ABOUT THE ISSUER AND ITS MANAGEMENT AS WELL AS FINANCIAL STATEMENTS OF THE ISSUER. Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/us/ex4YiVpG Further inquiry note: Andreas Duffé, Sensus Investor and Public Relations GmbH, Zürich: Tel +41 52 632 20 55 | Fax +41 43 366 55 12 | Email lifewatch@sensus.ch end of announcement euro adhoc -------------------------------------------------------------------------------- Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/us/ex4YiVpG issuer: LifeWatch AG Rundbuckstrasse 6 CH-8212 Neuhausen am Rheinfall phone: +41 52 632 00 50 FAX: +41 52 632 00 51 mail: users@lifewatch.com WWW: www.lifewatch.com sector: Healthcare Providers ISIN: CH0012815459 indexes: SPI, SPIEX stockmarkets: free trade: Berlin, Open Market / XETRA: Frankfurt, Main Standard: SIX Swiss Exchange language: English