LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and continues solicitation process
Zug/Switzerland - LifeWatch AG (SIX Swiss Exchange: LIFE), a leading developer and provider of medical solutions and remote diagnostic monitoring services in the digital health market, announces that the Board of Directors Report on the AEVIS VICTORIA SA public bid for all shares of LifeWatch was published today.
Following a thorough review of the AEVIS VICTORIA SA offer by the Committee of the Board of Directors (consisting of four non-conflicted board members), the Board of Directors, excluding the conflicted board members, recommends rejection of the offer, since they conclude that the offer is neither in the best interest of the Company nor its shareholders.
The Committee sees more value for the Company and the Company's shareholders by further pursuing the Company's strategy on a stand-alone basis or by combining with a suitable industrial partner. The considerations which led to this conclusion include:
- No identifiable strategic benefit for LifeWatch in a combination with AEVIS VICTORIA SA and no clear rationale as outlined in the prospectus;
- No identifiable revenue or cost synergies available through a combination with AEVIS VICTORIA SA;
- Lack of clear business strategy and development of AEVIS VICTORIA SA in the telemedicine segment, particularly following the loss of two important clients and job cuts at Medgate, both of which were recently announced;
- The substantial risks of the proposed transaction as detailed by AEVIS VICTORIA SA in their prospectus (integration of LifeWatch into AEVIS VICTORIA SA, no current activities of AEVIS VICTORIA SA in LifeWatch's business segment, realization of synergies, etc.);
- Inadequate valuation, since both the cash offer and the share offer (based on Aevis' current share price) are substantially below LifeWatch's current share price. Furthermore, the AEVIS VICTORIA SA share has only limited liquidity.
The solicitation process with other parties is on-going and the Company will report to shareholders as soon as the situation allows.
Please find attached the full board report in German, French and English.
About LifeWatch AG
LifeWatch AG, headquartered in Zug and listed on SIX Swiss Exchange (LIFE), Switzerland, is a leading healthcare technology and solution 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 and in Israel, and is the parent company of LifeWatch Services Inc., and LifeWatch Technologies, Ltd. LifeWatch Services, Inc. is a leading U.S.-based provider of cardiac monitoring services. LifeWatch Technologies Ltd., based in Israel, is a leading developer and manufacturer of telemedicine products. For additional information, please visit www.lifewatch.com.
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