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EQS-Ad-hoc News vom 10.03.2017

LifeWatch AG: LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and continues solicitation process

LifeWatch AG / Key word(s): Offer/Statement

10-March-2017 / 17:45 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR


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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This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position, the business strategy, and plans and objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. LifeWatch AG has based these forward-looking statements largely on current expectations and projections about future events and financial trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances described may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements are based only on data available to LifeWatch AG at the time of the issue of this press release. LifeWatch AG does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OF LIFEWATCH AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE UNITED STATES, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF LIFEWATCH AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE SECURITIES OF LIFEWATCH AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.


Additional features:


Document: http://n.eqs.com/c/fncls.ssp?u=WJLXVPPSJG
Document title: 20170310_LifeWatch_Board Report_EN

End of ad hoc announcement

 

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