further discuss a possible transaction. The Board ultimately decided that it was advisable to provide preliminary, high level due diligence materials but to wait until after BioTelemetrys
earnings results were made public later in the month before pursuing any negotiation on the proposal.
On October 16, 2020, Mr. Capper called
Messrs. van Houten and Jakobs to communicate the Boards position that the initial proposal was inadequate from a valuation perspective and indicated that BioTelemetry would be willing to provide limited
non-public information regarding the Company and its future prospects if Philips were willing, as it had indicated in its October 9 letter, to revisit
valuation.
On October 18, 2020, Mr. Capper held a conference call with all members of the Board to update the Board on his conversation with
Messrs. van Houten and Jakobs and the Companys intention to send the previously discussed confidentiality and non-disclosure agreement to Philips.
Later that day, BioTelemetrys management sent an initial draft confidentiality and non-disclosure agreement to
Philips to allow the parties to share information relating to a potential transaction.
On October 19, 2020, representatives of Raymond James and
Evercore Inc., the financial advisor to Philips (Evercore), held an introductory call to discuss the nature of the limited information that would be provided by BioTelemetry at this initial stage.
On October 20, 2020, members of BioTelemetry management and GT held a conference call with representatives from Philips and Sullivan & Cromwell
LLP (S&C), counsel to Philips, to discuss Philips comments to the draft confidentiality and non-disclosure agreement.
Following several days of negotiation regarding the terms of the confidentiality and non-disclosure agreement, on
October 23, 2020, BioTelemetry and Philips entered into the Confidentiality Agreement.
On October 25, 2020, Mr. Jakobs emailed
Mr. Capper a list of priority due diligence requests.
On October 29, 2020, BioTelemetry publicly released its earnings information for the
third quarter ended September 30, 2020, and held an earnings call on the same day.
On October 30, 2020, members of BioTelemetry management held
a conference call with representatives of each of Philips, Raymond James and Evercore in order to better understand Philips priority due diligence requests.
On November 3, 2020, Mr. Capper provided Philips management with BioTelemetrys five-year financial forecasts, key assumptions underlying the
forecasts and details on BioTelemetrys historical financial results.
On November 4, 2020, members of BioTelemetry management held a management
presentation for Philips, including the parties respective financial advisors, to provide the Philips team with an overview of BioTelemetrys business and the markets for its products. Later that day, representatives of Raymond James and
Evercore spoke by telephone to follow-up on questions from the management presentation and expectations for upcoming financial discussions.
On November 8, 2020, representatives of Raymond James and Evercore held a call to discuss BioTelemetry managements financial forecasts through
calendar year 2025 and the call scheduled for the next day regarding such forecasts.
On November 9, 2020, members of BioTelemetry management held a
management presentation for Philips, including the parties respective financial advisors, to discuss BioTelemetrys financial forecasts in detail and to provide additional information regarding the peer-reviewed clinical studies for
certain BioTelemetry products that had previously been shared with Philips management. Also on November 9, 2020, at the direction of the Board, representatives of Raymond James indicated on a telephone discussion with representatives of
Evercore that the $60.00 per share offer price was not sufficient.
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