BioTelemetry, Inc. (NASDAQ:BEAT) and LifeWatch AG (SIX:LIFE)
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 transaction has been approved by both Boards of
Directors.
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.
Joseph H. Capper, President and Chief Executive Officer of
BioTelemetry, Inc., commented: “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.”
Dr. Stephan Rietiker, Chief Executive Officer of LifeWatch AG,
added: “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 other’s 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.”
Expected TimingThe 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 under Swiss law 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; and
- Further customary offer conditions described in the offer
prospectus, including regulatory approvals
AdvisorsRaymond James is acting as lead
financial advisor to BioTelemetry with Deloitte providing financial
advice on certain accounting and diligence matters. Credit
Suisse is acting as financial advisor to BioTelemetry and
offer manager. Greenburg Traurig, LLP, Niederer Kraft &
Frey and Reed Smith LLP are serving as legal advisors to
BioTelemetry.
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.
Press ConferenceBioTelemetry 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: +41225805970DE:
+4969222229043UK:
+442030092452USA: +18554027766Participant
PIN code: 60170589#
Investor Conference CallBioTelemetry will
conduct a conference call with investors to discuss the transaction
on April 10, 2017, at 3:00 CEST or 9:00 AM Eastern Time. A
simultaneous webcast of the call for investors and other interested
parties may be accessed by visiting the investor section of
BioTelemetry’s website at www.gobio.com. The call will be
archived on the website for approximately two weeks.
About BioTelemetryBioTelemetry, 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 at www.biotelinc.com.
About LifeWatch AGLifeWatch 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 visit www.lifewatch.com.
Cautionary Statement Regarding Forward-Looking
StatementsThis 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 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 offense in the U.S.
Contact:
BioTelemetry, Inc.
Heather C. Getz
Investor Relations
(800) 908-7103
investorrelations@biotelinc.com
LifeWatch AG
Ralph Spillmann
Communicators AG
+41 79 514 64 84
investor-relations@lifewatch.com
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