Philips successfully completes tender offer for BioTelemetry, Inc.
February 09 2021 - 6:20AM
Philips successfully completes tender offer for BioTelemetry, Inc.
February 9, 2021
Amsterdam, the Netherlands – Royal Philips
(NYSE: PHG; AEX: PHIA), a global leader in health technology, today
announced that it has successfully completed its previously
announced tender offer (the “Offer”) to purchase all outstanding
shares of BioTelemetry, Inc. (NASDAQ: BEAT), a leading U.S.-based
provider of remote cardiac diagnostics and monitoring for USD 72.00
per share in cash. At 12:00 midnight, New York time, on February 9,
2021 (one minute after 11:59 P.M., New York time, on February 8,
2021), the Offer expired as scheduled and was not extended. Philips
expects to complete the acquisition of BioTelemetry later today
through a merger under Section 251(h) of the General Corporation
Law of the State of Delaware.
American Stock Transfer & Trust Company, LLC, the depositary
for the Offer (the “Depositary”), has advised that, as of the
expiration of the Offer, a total of 27,182,062 shares had been
tendered into and not validly withdrawn from the Offer,
representing approximately 78.96 % of BioTelemetry’s outstanding
shares and a sufficient number of shares such that the minimum
tender condition to the Offer was satisfied. Additionally, the
Depositary has advised that an additional 1,569,222 shares had been
tendered by notice of guaranteed delivery, representing
approximately 4.56% of BioTelemetry’s outstanding shares.
Accordingly, all shares that were validly tendered and not properly
withdrawn were accepted for payment and Philips will promptly pay
for all such tendered shares in accordance with the terms of the
Offer.
As a result of the merger, BioTelemetry will become a wholly
owned subsidiary of Philips. In the merger, each share of
BioTelemetry (other than those shares held by Philips, Philips
Holding USA Inc., a Delaware corporation and a wholly owned
subsidiary of Philips, Davies Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Philips Holding
USA Inc., or BioTelemetry or any of their respective subsidiaries
or shares held by any stockholder who properly demand appraisal
under Delaware law) will be cancelled and converted into the right
to receive the same USD 72.00 per share in cash, without interest,
less any applicable withholding taxes, that was paid in the Offer.
Following completion of the merger, the common stock of
BioTelemetry will no longer be listed for trading on the NASDAQ
Global Select Market.
For further information, please contact:
Steve KlinkPhilips Global Press OfficeTel.: +31 6
10888824E-mail: steve.klink@philips.com
Derya GuzelPhilips Investor RelationsTel.: +31 20 59
77055E-mail: derya.guzel@philips.com
About Royal PhilipsRoyal Philips (NYSE: PHG,
AEX: PHIA) is a leading health technology company focused on
improving people's health and well-being, and enabling better
outcomes across the health continuum – from healthy living and
prevention, to diagnosis, treatment and home care. Philips
leverages advanced technology and deep clinical and consumer
insights to deliver integrated solutions. Headquartered in the
Netherlands, the company is a leader in diagnostic imaging,
image-guided therapy, patient monitoring and health informatics, as
well as in consumer health and home care. Philips generated 2020
sales of EUR 19.5 billion and employs approximately 82,000
employees with sales and services in more than 100 countries. News
about Philips can be found at www.philips.com/newscenter.
About BioTelemetryBioTelemetry, Inc. is the
leading remote medical technology company focused on the delivery
of health information to improve quality of life and reduce cost of
care. The company provides remote cardiac monitoring,
centralized core laboratory services for clinical trials, remote
blood glucose monitoring and original equipment manufacturing that
serves both healthcare and clinical research customers. More
information can be found at www.gobio.com.
Forward-looking statements This release
contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips
and certain of the plans and objectives of Philips with respect to
these items. Examples of forward-looking statements include
statements made about the strategy, estimates of sales growth,
future EBITA, future developments in Philips’ organic business and
the completion of acquisitions and divestments. By their nature,
these statements involve risk and uncertainty because they relate
to future events and circumstances and there are many factors that
could cause actual results and developments to differ materially
from those expressed or implied by these statements.
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