BioTelemetry, Inc. (NASDAQ:BEAT) and LifeWatch AG
(SIX:LIFE) 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 CHF10.00 in cash and 0.1457 shares of
BioTelemetry stock (“Main Offer Consideration”) (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 (“Alternative Offer
Consideration”) (equivalent to CHF6.00 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 CHF260
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 CHF14.56 or CHF14.84, 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 CHF269 million
to CHF275 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, at
www.lifewatch.com/public-tender-offer-Cardiac-Monitoring.html or in
the offer prospectus of BioTelemetry at
https://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.
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 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 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.
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 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.
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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