Procedural decision of the Swiss Takeover Board on the status of the proceedings concerning the outstanding mandatory offer to the shareholders of SHL Telemedicine Ltd. Mittwoch, 06. November 2019 - 07:00
Press Release
Procedural decision of the Swiss Takeover Board on the status of the proceedings concerning the outstanding mandatory offer to the shareholders of SHL Telemedicine Ltd.
Tel Aviv / Zurich, 6 November 2019 – SHL Telemedicine Ltd. (SIX Swiss Exchange: SHLTN) ("SHL"), a leading provider and developer of advanced personal telemedicine solutions, announced today that the Swiss Takeover Board ("TOB") has instructed SHL to publish the resolutions of its procedural order 672/10 dated November 5, 2019.
In its order, the TOB notes the disinterest of CR Capital Investment Management Ltd. to act as financing party to a potential reverse triangular merger by Kun Shen and Mengke Cai by which they would acquire all shares in SHL (cf. press releases of SHL dated May 31 and July 12, 2019). The TOB order obliges the mandatory bidders to inform the TOB regularly about the progress in realizing and financing the pending mandatory public tender offer for the shares in SHL.
On the TOB's request, Cai Mengke, joined by the other mandatory bidders, who keep being in delay with fulfilling their public tender offer obligation, have informed the TOB that they continue their search for and negotiations with a potential financing party to finance the reverse triangular merger in order to comply with their pending obligation to submit a public tender offer.
Procedural order 672/10 dated November 5, 2019
“1. | It is declared that CR Capital Investment Management Ltd. is no longer interested in a cash-out merger regarding SHL Telemedicine Ltd. | |
2. | Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai shall inform the TOB every 14 days about the progress in respect to the realization and financing of the mandatory takeover bid. | |
3. | SHL Telemedicine Ltd. shall publish the resolutions of the present order no later than November 7, 2019. | |
4. | Following the publication by SHL Telemedicine Ltd. according to para. 3 above, the present order will be published on the website of the TOB. | |
5. | The fee jointly and severally imposed on Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai amounts to CHF 5’000. |
Appeal (art. 140 of the Financial Market Infrastructure Act, SR 958.1):
This order is subject to appeal with the Swiss Financial Market Supervisory Authority FINMA, Laupenstrasse 27, CH-3003 Bern, within a period of five trading days, under the conditions of art. 45 and 46 of the Federal Act on Administrative Procedure. The appeal must be filed in writing and include a statement of grounds. The appeal has to suffice the requirements of art. 52 of the Federal Act on Administrative Procedure."
For further information, please contact:
Martin Meier-Pfister, IRF, phone +41 43 244 81 40, shl@irf-reputation.ch
About SHL Telemedicine
SHL Telemedicine is engaged in developing and marketing personal telemedicine systems and the provision of medical call centre services, with a focus on cardiovascular and related diseases, to end users and to the healthcare community. SHL Telemedicine offers its services and personal telemedicine devices to subscribers utilizing telephonic and Internet communication technology. SHL is listed on the SIX Swiss Exchange (SHLTN, ISIN: IL0010855885, Security No.: 1128957). For more information, please visit the web site at www.shl-telemedicine.com
Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. SHL Telemedicine undertakes no obligation to publicly update or revise any forward-looking statements.
