AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for LifeWatch Ltd. Montag, 20. Februar 2017 - 07:15

AEVIS VICTORIA SA / Key word(s): Offer
AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for
LifeWatch Ltd.

20-Feb-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, 20 February 2017

AEVIS VICTORIA SA publishes the prospectus of its public takeover offer for
LifeWatch Ltd.

The exchange offer values the LifeWatch share between CHF 12.40 and CHF
13.60

AEVIS VICTORIA SA (AEVIS) today published its prospectus regarding the
public takeover offer for all publicly held registered shares of LifeWatch
Ltd. (LifeWatch), which was pre-announced on 24 January 2017.

Since AEVIS shares are not deemed liquid according to public takeover
regulations, Ernst & Young was mandated to independently value the AEVIS
share. Ernst & Young has valued the AEVIS share between CHF 68.20 and CHF
74.80. The LifeWatch share is consequently valued between CHF 12.40 and CHF
13.60 in the context of the exchange offer.

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. The public takeover offer is subject to several conditions,
one of which being that AEVIS holds 67% of the LifeWatch registered shares
at the end of the offer period. Upon successful completion of the offer,
LifeWatch would become an independently managed subsidiary of AEVIS,
allowing AEVIS to sustainably reinforce its telemedicine activities. AEVIS
intends to significantly contribute to pursuing LifeWatch's growth strategy
and is convinced that LifeWatch would benefit from the support of a
reference shareholder with a strong presence in the healthcare sector.
AEVIS would be able to provide a long-term vision and the necessary
financial means to develop the business model.

The offer period will start on 7 March 2017 and end on 10 April 2017 at
16h00 CEST. UBS SA was mandated by AEVIS for the execution of the public
takeover offer.

As part of this public takeover offer, AEVIS will publish its annual
results 2016 on 27 March 2017.

Access to offer documents:
The prospectus can be obtained with UBS SA Prospectus Library, PO Box, 8098
Zurich, tel +41 44 239 47 03, fax +41 44 239 69 14, e-mail swiss-
prospectus@ubs.com.

The documentation can also be downloaded via the following link:

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 is not 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 is not 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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