AEVIS VICTORIA SA launches a public takeover offer for all publicly held registered shares of LifeWatch Ltd. Dienstag, 24. Januar 2017 - 07:15

AEVIS VICTORIA SA / Key word(s): Offer
AEVIS VICTORIA SA launches a public takeover offer for all publicly held
registered shares of LifeWatch Ltd.

24-Jan-2017 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR

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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND
JAPAN


Press release

Fribourg, 24 January 2017

AEVIS VICTORIA SA launches a public takeover offer for all publicly held
registered shares of LifeWatch Ltd.

The exchange offer in registered shares of AEVIS VICTORIA SA presents a
premium of 19.1% compared to yesterday's closing price and 19.1% compared
to the 60-day VWAP of LifeWatch Ltd., respectively.

AEVIS VICTORIA SA will significantly contribute to pursuing LifeWatch
Ltd.'s growth strategy.

AEVIS VICTORIA SA (AEVIS) today published the pre-announcement of the
public takeover offer on all publicly held registered shares of LifeWatch
Ltd. (LifeWatch). LifeWatch shareholders can opt for an exchange offer or a
cash alternative. For each registered share of LifeWatch, it is foreseen
that AEVIS will offer 0.1818 registered share of AEVIS with a nominal value
of CHF 5.00. Alternatively, AEVIS offers CHF 10.00 in cash per registered
share of LifeWatch. The exchange offer presents a premium of 19.1% compared
to yesterday's closing price and 19.1% compared to the 60-day volume-
weighted average price (VWAP) of LifeWatch, respectively. The exchange
offer allows LifeWatch shareholders to invest in AEVIS, which is more
diversified, whilst continuing to participate indirectly in the development
of LifeWatch. AEVIS has made cash distributions to its shareholders for the
last four years. The Board of Directors of LifeWatch has been informed of
this friendly offer.

The public takeover offer is subject to several conditions, one of which
being that AEVIS holds 67% of the LifeWatch registered shares at the offer
expiration date. AEVIS and its reference shareholders already hold
2'216'267 registered shares of LifeWatch, which represents 11.99% of the
share-capital and voting rights. Details regarding this offer are available
in the pre-announcement published today. The offer prospectus will likely
be published on 20 February 2017.

AEVIS' telemedicine segment will be strongly reinforced
In the event of a successful completion of this offer, LifeWatch would
become an independently managed subsidiary of AEVIS, allowing AEVIS to
further diversify its portfolio both from a geographic and technologic
point of view, to durably reinforce its telemedicine activities and to
develop its presence in the health sector. With the complete integration of
LifeWatch into AEVIS, the telemedicine segment - including LifeWatch and
Medgate - would become the second biggest entity of AEVIS, after Swiss
Medical Network, the second largest group of private hospitals in
Switzerland.

LifeWatch could seize new market opportunities even more efficiently
AEVIS intends to significantly contribute to pursuing LifeWatch's growth
strategy. AEVIS is convinced that LifeWatch would benefit from the support
of a reference shareholder with a strong presence in the health sector.
AEVIS would be able to provide a long-term vision and the necessary
financial means to develop the business model. The American and European
telemedicine markets present a strong potential, amongst others due to
demographic changes and public health. These technologically complex
markets will necessitate targeted measures in order to achieve profitable
expansion objectives in the coming years. Over the past years, AEVIS has a
proven track record in transforming and growing companies in the health
sector. LifeWatch will also benefit from this broad experience.

Access to offer documents:
http://www.aevis.com/websites/aevis/English/3700/other-information.html

For more information:
AEVIS VICTORIA SA Media and Investor Relations: 
c/o Dynamics Group, Zurich
Philippe R. Blangey, prb@dynamicsgroup.ch, 
+41 (0) 43 268 32 35 or +41 (0)79 785 46 32
Séverine Van der Schueren, svanderschueren@aevis.com, +41 (0) 26 350 02 02

AEVIS VICTORIA SA - Investing for a better life
AEVIS VICTORIA SA invests in services to people, healthcare, hospitality,
life sciences and lifestyle. AEVIS VICTORIA′s main shareholdings are Swiss
Medical Network SA, the second largest group of private hospitals in
Switzerland, Victoria-Jungfrau Collection AG, a luxury hotel group managing
four luxury hotels in Switzerland, a hospitals and hospitality real estate
division, Medgate, the leading telemedicine provider in Switzerland, and
NESCENS SA, a brand dedicated to better aging. AEVIS is listed on the Swiss
Reporting Standard of the SIX Swiss Exchange (AEVS.SW). www.aevis.com.


RESTRICTIONS TO THE OFFER

General

The offer described in this press release will not be made directly or
indirectly in any country or jurisdiction in which such offer would be
considered unlawful or in which it would otherwise violate any applicable
law or regulation, or which would require the offeror to amend the terms or
conditions of the offer in any way, or which would require the offeror to
make any additional filing with or take any additional action with regard
to any governmental, regulatory or legal authority. The offeror does not
intend to extend the offer to any such country or jurisdiction. Documents
relating to the offer may not be distributed in such countries or
jurisdictions or sent into such countries or jurisdictions and may not be
used for purposes of soliciting the purchase of any securities of LifeWatch
by any person or entity resident or incorporated in such countries or
jurisdictions.

United States of America

The public tender offer described in this press release will not be made
directly or indirectly in or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of
a national securities exchange of, the United States of America and may
only be accepted outside the United States of America. This includes, but
is not limited to, facsimile transmission, telex or telephones. This press
release and any offering materials with respect to the public tender offer
described in this press release may not be distributed in nor sent to the
United States of America and may not be used for the purpose of soliciting
the sale or purchase of any securities of LifeWatch from anyone in the
United States of America. The offeror will not be soliciting the tender of
securities of LifeWatch by any holder of such securities in the United
States of America. Securities of LifeWatch will not be accepted from
holders of such securities in the United States of America. Any purported
acceptance of the offer that the offeror or its agents believe has been
made in or from the United States of America will be invalidated. The
offeror reserves the absolute right to reject any and all acceptances
determined by them not to be in the proper form or the acceptance of which
may be unlawful.

The securities to be issued pursuant to the public tender offer described
in this press release have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), nor
under any law of any state of the United States of America, and may not be
offered, sold, resold, or delivered, directly or indirectly, in or into the
United States of America, except pursuant to an exemption from the
registration requirements of the U.S. Securities Act and the applicable
state securities laws. Neither this press release nor the public tender
offer described in this press release does constitute an offer to sell or
the solicitation of an offer to buy any securities in the United States of
America or in any other jurisdiction in which such an offer or solicitation
would be unlawful. Securities may not be offered or sold in the United
States of America absent registration or an exemption from registration.
AEVIS will not register or make a public offer of its securities, or
otherwise conduct the public tender offer, in the United States of America.

United Kingdom

This communication is directed only at persons in the U.K. who (i) have
professional experience in matters relating to investments, (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of The Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"relevant persons"). This communication must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment
activity to which this communication relates is available only to relevant
persons and will be engaged in only with relevant persons.

Australia, Canada, Japan

The public tender offer described in this press release is not addressed to
shareholders of LifeWatch whose place of residence, seat or habitual abode
is in Australia, Canada or Japan, and such shareholders may not accept the
offer.

European Economic Area

The public tender offer described in this press release (the "Offer") is
only being made within the European Economic Area ("EEA") pursuant to an
exemption under Directive 2003/71/EC (as amended and together with any
applicable adopting or amending measures in any relevant member state (as
defined below), the "Prospectus Directive"), as implemented in each member
state of the EEA (each a "relevant member state"), from the requirement to
publish a prospectus that has been approved by the competent authority in
that relevant member state and published in accordance with the Prospectus
Directive as implemented in that relevant member state or, where
appropriate, approved in another relevant member state and notified to the
competent authority in that relevant member state, all in accordance with
the Prospectus Directive. Accordingly, in the EEA, the Offer and documents
or other materials in relation to the offer and the shares in AEVIS (the
"Offeror Shares") are only addressed to, and are only directed at, (i)
qualified investors ("qualified investors") in the relevant member state
within the meaning of Article 2(1)(e) of the Prospectus Directive, as
adopted in the relevant member state, and (ii) persons who hold, and will
tender, the equivalent of at least EUR 100,000 worth of shares in LifeWatch
(the "Target Shares") in exchange for the receipt of offeror Shares
(collectively, "permitted participants"). This press release and the
documents and other materials in relation to the offer may not be acted or
relied upon by persons in the EEA who are not permitted participants, and
each shareholder of LifeWatch seeking to participate in the offer that is
resident in the EEA will be deemed to have represented and agreed that it
is a qualified investor or that it is tendering the equivalent of EUR
100,000 worth of Target Shares in exchange of offeror Shares.


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End of ad hoc announcement

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