LifeWatch AG: BioTelemetry publishes the definitive notice of the end result Dienstag, 04. Juli 2017 - 08:01

LifeWatch AG / Key word(s): Offer
LifeWatch AG: BioTelemetry publishes the definitive notice of the end result

04-Jul-2017 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR

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BioTelemetry publishes the definitive notice of the end result

ZUG/Switzerland, July 4, 2017 - With the definitive end result now
available, BioTelemetry (NASDAQ: BEAT) (the Offeror) confirmed today the
success rate of 96.67 percent.

Including the LifeWatch shares tendered into the offer, the participation of
the Offeror and the persons acting in concert with the Offeror at the end of
the additional acceptance period on June 28, 2017, 4.00 p.m. CET, is
17,861,786 LifeWatch Shares in total. This corresponds to 96.67 percent of
the voting rights and the share capital of LifeWatch, consisting of the
following:

  * a total of 17,848,661 LifeWatch Shares that were tendered into the Offer
    until the expiration of the Addtional Acceptance Period, corresponding
    to 96.59 percent of all LifeWatch Shares issued as of June 28, 2017
    respectively 96.38 percent of the maximum 18,519,439 LifeWatch Shares to
    which the Offer extends (success rate); and

  * 13,125 LifeWatch Shares that the Offeror and LifeWatch, a person acting
    in concert with the Offeror, hold at the end of the Additional
    Acceptance Period.

It is expected that the Settlement, subject to the satisfaction of all still
outstanding conditions to the Offer, will occur on July 12, 2017.

Additional details will be published on the website of the takeover board
today:
http://www.takeover.ch/

The Offer Prospectus and other information concerning the Offer are also
available at:
https://www.gobio.com/


For further questions:
LifeWatch AG, Andrew Moore, CFO
c/o Communicators AG , Ralph Spillmann
Mobile: +41 79 514 64 84
E-Mail: investor-relations@lifewatch.com


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
http://www.lifewatch.com/.

About BioTelemetry
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.

Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements regarding, among
other things, statements about both, LifeWatch's and BioTelemetry's beliefs
and expectations, statements about BioTelemetry's proposed acquisition of
LifeWatch AG, including the timing and success of the tender offer and
expectations regarding the growth and success of the combined entity. These
statements may be identified by words such as "expect," "anticipate,"
"estimate," "intend," "plan," "believe," "promises", "projects," and other
words and terms of similar meaning. Such forward-looking statements are
based on current expectations and involve inherent risks and uncertainties,
including important factors that could delay, divert, or change any of these
expectations, and could cause actual outcomes and results to differ
materially from current expectations. Factors that may materially affect
such forward-looking statements include: BioTelemetry's ability to
successfully complete the tender offer for LifeWatch's shares or realize the
anticipated benefits of the transaction; and the failure of any of the
conditions to BioTelemetry's tender offer to be satisfied. For further
details and a discussion of these and other risks and uncertainties, please
see BioTelemetry's public filings with the Securities and Exchange
Commission, including the company's latest periodic reports on Form 10-K and
10-Q respectively LifeWatch's past press releases, reports and other
information posted on LifeWatch's website. Readers are cautioned not to put
undue reliance on forward-looking statements, which reflect only opinions as
of the date of this press release. BioTelemetry and LifeWatch do not
undertake, and specifically disclaim, any obligation to publicly update or
amend any forward-looking statement, whether as a result of new information,
future events, or otherwise.

OFFER RESTRICTIONS
The public tender offer described in the offer documents (the "Offer") is
not being and will not be made, directly or indirectly, in any country or
jurisdiction in which it would be considered unlawful or otherwise violate
any applicable laws or regulations, or which would require BioTelemetry or
any of its subsidiaries to change or amend the terms or conditions of the
Offer in any material way, to make an additional filing with any
governmental, regulatory or other authority or take additional action in
relation to the Offer. It is not intended to extend the Offer to any such
country or jurisdiction. Any such documents relating to the Offer must
neither be distributed in any such country or jurisdiction nor be sent into
such country or jurisdiction, and must not be used for the purpose of
soliciting the purchase of securities of LifeWatch by any person or entity
resident or incorporated in any such country or jurisdiction.

Notice to U.S. Persons Holding LifeWatch Shares
The Offer is made for the securities of a non-U.S. company. The Offer is
subject to the disclosure and procedural requirements of Switzerland, which
are different from those of the United States (the "U.S.").

According to the laws of Switzerland, LifeWatch shares tendered into the
Offer may be withdrawn after they are tendered until the expiration of the
main offer period.

BioTelemetry and any of its subsidiaries and any advisor, broker or
financial institution acting as an agent or for the account or benefit of
BioTelemetry or the Offeror may, subject to applicable Swiss securities
laws, rules and regulations, make certain purchases of, or arrangements to
purchase, LifeWatch shares from shareholders of LifeWatch who are willing to
sell their LifeWatch shares outside the Offer from time to time, including
purchases in the open market at prevailing prices or in private transactions
at negotiated prices. The Offeror will disclose promptly any information
regarding such purchases of LifeWatch shares in Switzerland through the
electronic media and/or the stock exchange and in the U.S. by means of a
press release, if and to the extent required under applicable laws, rules
and regulations in Switzerland.

It may be difficult for U.S. holders to enforce their rights and any claim
arising out of U.S. federal securities laws, since LifeWatch is located in a
non-U.S. jurisdiction, and some or all of its officers and directors may be
residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a
non-U.S. company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be difficult to
compel a non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgment.

The receipt of cash and stock consideration in the Offer by a U.S.
shareholder will generally be a taxable transaction for U.S. federal, state
and local income tax purposes. Each U.S. shareholder is urged to consult his
independent professional adviser immediately regarding the tax consequences
of acceptance of the Offer.

Securities may not be offered or sold in the U.S. absent registration or an
exemption from registration under the U.S. Securities Act. It is expected
that the Offer will be subject to a Tier I exemption pursuant to Rule
14d-1(c) of the U.S. Securities Exchange Act of 1934, as amended, and that
the issuance of BioTelemetry Common Stock in connection therewith will be
exempt from registration under the U.S. Securities Act of 1933, as amended,
pursuant to Rule 802 thereof.

Neither the Securities and Exchange Commission nor any securities commission
of any State of the U.S. has (a) approved or disapproved of the Offer, (b)
passed upon the merits or fairness of the Offer, or (c) passed upon the
adequacy or accuracy of the disclosure in the pre-announcement. Any
representation to the contrary is a criminal offense in the U.S.


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End of ad hoc announcement

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