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
the start of the main offer period of the tender offer to acquire
all of the shares of LifeWatch AG (SIX:LIFE). The main offer
period is scheduled to expire at 4:00 p.m. CEST, on May 23, 2017.
It will be open for a period of ten trading days. The
settlement of the tender offer is subject to regulatory approvals
and other customary conditions. The Board of Directors of
LifeWatch has announced it fully supports the BioTelemetry’s public
tender offer and has recommended that shareholders accept it and
tender their shares accordingly.
According to BioTelemetry’s offer, the shareholders of LifeWatch
will receive either CHF 10.00 in cash and 0.1457 shares of
BioTelemetry stock (“Main Offer Consideration”) (equivalent to CHF
4.00 per LifeWatch share based on the closing price of BioTelemetry
on Friday, April 7, 2017) or CHF 8.00 in cash and 0.2185 shares of
BioTelemetry stock (“Alternative Offer Consideration”) (equivalent
to CHF 6.00 per LifeWatch share based on the closing price of
BioTelemetry on Friday April 7, 2017), depending on individual
shareholder preference.
Taking into consideration the closing price of BioTelemetry’s
stock on May 9, 2017, the Main Offer Consideration and the
Alternative Offer Consideration now have values of CHF 14.34 and
CHF 14.51, respectively. The increase in BioTelemetry’s stock price
since the initial announcement on April 9, 2017 has increased the
total deal value to a range of CHF 265 million to CHF 268 million
from the initial value of CHF 259 million at April 7, 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
BioTelemetry’s proposed acquisition of LifeWatch AG, including the
timing and success 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.”).
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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