Item 2; Item 11
Item 2 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
The information set forth in Paragraph 1 of Section 7 — “Certain Information Concerning BioTelemetry” of the Offer to
Purchase is hereby amended and restated in its entirety to read as follows:
“Except as otherwise set forth in this Offer to Purchase,
the information concerning BioTelemetry contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference
thereto. None of us, Parent or the Information Agent take responsibility for the accuracy or completeness of the information contained in such documents and records that is not separately included herein or incorporated herein by reference or for
any failure by BioTelemetry to disclose events that may have occurred or may affect the significance or accuracy of any such information but that are unknown to us, Parent and the Information Agent.”
The information set forth in Section 17 — “Certain Legal Matters; Regulatory Approvals—Litigation” of the Offer to
Purchase is hereby amended and restated in its entirety to read as follows:
“Each of Parent and BioTelemetry filed its declaration to
CFIUS pursuant to 31 C.F.R. § 801.402. Receipt of CFIUS clearance is not a condition to the consummation of the Offer or the Merger.
On December 28, 2020, Shiva Stein, an alleged stockholder of BioTelemetry, filed a lawsuit against BioTelemetry and its directors in the
United States District Court for the District of Delaware, captioned Stein v. BioTelemetry, Inc., et al., Case No. 1:20-cv-01774. The complaint alleges that
BioTelemetry and its directors violated federal securities laws by filing a materially incomplete and misleading Solicitation Statement on BioTelemetry’s Schedule 14D-9. The complaint seeks, among
other things, (1) injunctive relief preventing the consummation of the Offer and the Merger unless and until the alleged omitted material information has been disclosed; (2) rescission of the Merger Agreement or any of its terms to the
extent implemented rescissory damages; (3) damages; (4) an award of plaintiffs’ expenses and attorneys’ fees; and (5) other equitable relief.
On December 29, 2020, John Murphy, an alleged stockholder of BioTelemetry, filed a lawsuit against BioTelemetry, its directors, Royal
Philips, Parent and Purchaser in the United States District Court for the Southern District of New York, captioned Murphy v. BioTelemetry, Inc., et al., Case No.
1:20-cv-11019. The complaint alleges that BioTelemetry, its directors and the other defendants violated federal securities laws by filing a materially incomplete and
misleading Solicitation Statement on BioTelemetry’s Schedule 14D-9. The complaint seeks, among other things, (1) injunctive relief enjoining BioTelemetry, its directors, the other defendants and their respective representatives from filing
an amendment to BioTelemetry’s Schedule 14D-9 unless and until the alleged omitted material information is included in any such amendment; (2) injunctive relief enjoining BioTelemetry, its directors, the other defendants and their
respective representatives from proceeding with or closing the transactions contemplated by the Merger Agreement; (3) rescission of the consummation of the transactions contemplated by the Merger Agreement if consummated prior to the
court’s final judgment or rescissory damages; (4) damages; (5) an award of plaintiffs’ expenses and attorneys’ fees; and (6) other equitable relief.
On December 30, 2020, Christopher Anders, an alleged stockholder of BioTelemetry, filed a lawsuit against BioTelemetry, its directors,
Parent and Purchaser in the United States District Court of Delaware, captioned Anders v. BioTelemetry, Inc., et al., Case No. 1:20-cv-01785-UNA. The complaint alleges that BioTelemetry, its directors and the other defendants violated
federal securities laws by filing a materially incomplete and misleading Solicitation Statement on BioTelemetry’s Schedule 14D-9. The complaint seeks, among other things, (1) injunctive relief enjoining BioTelemetry, its directors,
the other defendants and persons acting in concert with them from proceeding with, consummating, or closing the transactions contemplated by the Merger Agreement; (2) rescission of the consummation of the transactions contemplated by the Merger
Agreement if consummated or rescissory damages; (3) injunctive relief directing BioTelemetry’s directors to file a Solicitation Statement that does not omit material information or contain alleged untrue statements of material fact;
(4) a declaratory judgement that the defendants violated Sections 14(e), 14(d), and 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder; (5) an award of plaintiffs’
expenses and attorneys’ fees; and (6) other relief.”