LifeWatch AG
LifeWatch AG: LifeWatch AG and BioTelemetry, Inc. Announce Receipt of Antitrust Clearance
LifeWatch AG / Key word(s): Offer LifeWatch AG and BioTelemetry, Inc. Announce Receipt of Antitrust Clearance Zug/Switzerland and Malvern, PA – May 8, 2017 – LifeWatch AG (SIX Swiss Exchange: LIFE) and BioTelemetry, Inc. (NASDAQ:BEAT) announce today that, effective on May 5, 2017, they received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) with respect to its previously announced tender offer by BioTelemetry to acquire all of the capital stock of LifeWatch AG. This clearance comes without any condition on or undertaking by LifeWatch, BioTelemetry or any of their respective subsidiaries. LifeWatch and BioTelemetry also received all necessary antitrust approvals from the Macedonian Commission, the need for which was due to the operations of LifeWatch Macedonia, a wholly owned subsidiary of LifeWatch AG. The expiration of the HSR waiting period satisfies one of the closing conditions of the pending tender offer, which remains subject to other closing conditions as described in the prospectus for the offer published by BioTelemetry on April 24, 2017. Subject to the satisfaction of the other conditions, BioTelemetry expects the transaction to close in the third quarter of 2017. According to the current timetable, the main offer period starts on May 10, 2017 and is expected to end on May 23, 2017, subject to any extension of the offer period. For further questions: About LifeWatch AG Sign up for customized e-mail alerts and documentation requests at About BioTelemetry
OFFER RESTRICTIONS Notice to U.S. Persons Holding LifeWatch Shares The Offer may not be accepted before expiration of a cooling-off period of ten (10) trading days, which will run from April 25, 2017 through May 9, 2017, unless extended by the Swiss Takeover Board. According to the laws of Switzerland, LifeWatch shares tendered into the Offer may be withdrawn after they are tendered until the expiration of the main offer period.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. Additional features: Document: http://n.eqs.com/c/fncls.ssp?u=KYFYBSSIUS Document title: 20180508_Antitrust Clearance_EN End of ad hoc announcement |
Language: | English |
Company: | LifeWatch AG |
Baarerstrasse 139 | |
6300 Zug | |
Switzerland | |
Phone: | +41 41 728 67 78 |
Internet: | www.lifewatch.com |
ISIN: | CH0012815459 |
Valor: | 811189 |
Listed: | Regulated Unofficial Market in Berlin, Stuttgart; Open Market in Frankfurt; SIX Swiss Exchange |
End of Announcement | EQS Group News Service |