LifeWatch AG: LifeWatch recommends rejection of the AEVIS VICTORIA SA offer and continues solicitation process Freitag, 10. März 2017 - 17:45

LifeWatch AG / Key word(s): Offer/Statement
LifeWatch AG: LifeWatch recommends rejection of the AEVIS VICTORIA SA offer
and continues solicitation process

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.

Sign up for customized e-mail alerts and documentation requests at
https://www.lifewatch.com/Investor-Relations/Alert-Service.html

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.


---------------------------------------------------------------------------

End of ad hoc announcement

---------------------------------------------------------------------------