Exemption from Publicity Obligations under Listing Requirements
ZUG/Switzerland, 28 August, 2017 - Cardiac Monitoring Holding Company, LLC, a subsidiary of BioTelemetry, Inc. (NASDAQ:BEAT), published an offer prospectus regarding a public tender offer for all publicly held registered shares of LifeWatch AG (SIX:LIFE). The public tender offer was settled on 12 July 2017.
On 15 August 2017, LifeWatch AG applied for an exemption from certain listing requirements.
In a decision dated 25 August 2017, SIX Exchange Regulation granted LifeWatch AG various time-limited exemptions from the listing requirements.
The content and duration of the granted exemptions are set out in the decision of SIX Exchange Regulation, which is reproduced verbatim below. The exemptions come into force upon publication of this ad-hoc notice.
Sections I to III of the dispositive part of the decision read as follows:
I. LifeWatch AG (issuer), Zug, Canton of Zug, is exempted under the reservation of section VI. from the following disclosure and publicity obligations in respect of the continued fulfilment of listing requirements until the expiration of the best price rule period pursuant to art. 10 Takeover Ordinance of 21 August 2008 (TOO) within the scope of the tender offer of Cardiac Monitoring Holding Company LLC, Malvern/Pennsylvanian, United States of America, for all publicly held registered shares of the issuer (Best Price Rule Period), means up to and including December 28, 2017;
a. The obligation to prepare, submit and publish the semi-annual financial statement for the business year 2017 (art. 50 et seq. Listing Rules [LR] in connection with art. 11 et seqq. Directive on Financial Reporting [DFR] as well as Directive on Regular Reporting Obligations [DRRO]);
b. The obligation to make ad hoc notices (art. 53 LR in connection with Directive on Ad hoc Publicity [DAH]), other than the ad hoc notice of the delisting date of LifeWatch AG registered shares from SIX Swiss Exchange [SIX] upon its determination.
c. The obligation to disclose management transactions (art. 56 LR).
d. The obligation to produce and publish the corporate calendar (art. 52 LR).
e. The following reporting obligations pursuant to art. 55 LR in connection with art. 9 DRRO:
- 1.05 change of external auditors;
- 1.06 change of balance sheet date;
- 1.07 change to contact persons (except 1.07(6) person for regular reporting obligations in accordance with DRRO);
- 1.08 change to the weblink: 1.08(1) issuer's general website, 1.08(4) corporate calendar and 1.08(5) directory of financial statements;
- 2.01(2) submission of the semi-annual report;
- 3.03 invitation to the general meeting of shareholders;
- 3.05 resolution on opting out/up pursuant to art. 125 para. 3 and art. 135 para. 1 of the Financial Market Infrastructure Act of 19 June 2015 (FMIA);
- 3.06 resolution on restrictions on transferability, pursuant to art. 685d et seqq, of Swiss Code of Obligations (CO):
- 5.02 reporting of conditional capital.
II. The exemptions section I. a. - e. shall become effective under the condition that LifeWatch AG publishes an ad hoc notice of the grant and contents of the exemptions according to section VI.
III. For the period beginning after the expiration of the Best Price Rule Period on December 28, 2017 the issuer is exempted until February 28, 2018, from the obligations according to section I. provided that none of the following events occurred until December 28, 2017 or occur until February 28, 2018:
a. Entry of one or more minority shareholders of LifeWatch AG into the squeeze-out proceeding of the registered shares, in accordance with art. 137 FMIA (Squeeze-Out Proceeding), pending in the Supreme Court of the Canton of Zug (Obergericht des Kantons Zug);
b. Cardiac Monitoring Holding Company, LLC, Malvern/Pennsylvania, United States of America, or its legal successor withdraws from the Squeeze-Out Proceeding pending in the Supreme Court of the Canton of Zug (Obergericht des Kantons Zug):
c. The squeeze-out action regarding the LifeWatch AG registered shares is dismissed by the Supreme Court of the Canton of Zug (Obergericht des Kantons Zug);
d. The decision of the Supreme Court of the Canton of Zug (Obergericht des Kantons Zug) regarding the cancellation of the LifeWatch AG registered shares has been appealed.
Should one or more of the events described in section III. a. - d. occur until the expiration of the Best Price Rule Period, the exempted obligations according to section I. shall become effective after the Best Price Rule Period, i.e. on December 28, 2017.
Should one or more of the events described in section III. a. - d. occur after the expiration of the Best Price Rule Period, the exempted obligations according to Section I. shall become effective immediately.
In case of a resurgence of the obligations according to section I. the issuer has to submit and publish the semi-annual financial statement for the business year 2017 within six weeks of the resurgence of the obligations according to section I. (art. 50 et seq. LR in connection with art. 11 et seqq. DFR as well as art. 9 para. 2.01(2) DRRO).
For further questions:
LifeWatch AG, Andrew Moore, CFO
c/o Communicators AG , Ralph Spillmann
Mobile: +41 79 514 64 84
E-Mail: [email protected]
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, 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.
BioTelemetry, 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 cardiac core laboratory services. More information can be found at www.biotelinc.com.