BioTelemetry, Inc. (NASDAQ:BEAT), the leading wireless medical
technology company focused on the delivery of health information to
improve quality of life and reduce cost of care, announced today
that during the main offer period which ended on June 8, 2017, the
preliminary results show shareholders have tendered 15,161,925
shares of LifeWatch AG (SIX:LIFE), representing approximately 82%
of the total shares outstanding.
Earlier today, BioTelemetry published the provisional notice of
the interim results. BioTelemetry will address whether the relevant
Offer conditions have been satisfied or waived in the definitive
notice of the interim results per the conditions of section B.9. of
the Offer Prospectus found on both Companies’ websites. The
definitive notice of the interim results is expected to be
published on June 14, 2017.
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, Switzerland and listed on the SIX Swiss Exchange (LIFE), 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 results of the tender offer. 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; 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.”).
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. The Offer is subject to a Tier I exemption pursuant
to Rule 14d-1(c) of the U.S. Securities Exchange Act of
1934, as amended, and 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 Offer and 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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