LifeWatch AG
LifeWatch AG: Main offer period of BioTelemetry, Inc.’s tender offer for LifeWatch AG shares begins
LifeWatch AG / Key word(s): Offer Main offer period of BioTelemetry, Inc.’s tender offer for LifeWatch AG shares begins BioTelemetry’s offer provides shareholders two choices. The shareholders of LifeWatch agreeing to tender their shares can choose to 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 or 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. Further information can be found in the report of the Board of Directors of LifeWatch which is made available, together with the fairness opinion prepared by Raiffeisen, at https://lifewatch.com/Investor-Relations/Public-Tender-Offer-Cardiac-Monitoring.html or in the offer prospectus of BioTelemetry at https://www.gobio.com/ and on the website of the Swiss Takeover Board, www.takeover.ch.
About LifeWatch AG About BioTelemetry Cautionary Statement Regarding Forward-Looking Statements According to the laws of Switzerland, LifeWatch shares tendered into the Offer may be withdrawn after they are tendered until the expiration of the main offer period.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=TUNYWGLNHO Document title: Main offer period of BioTelemetry, Inc.’s tender offer for LifeWatch AG shares begins 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 |