The transaction is expected to close in the third quarter of 2017. The Pre-Announcement, including the conditions of the tender offer, is being published concurrently with this press release. BioTelemetry intends to disseminate an Offer Prospectus under Swiss law and commence the tender offer by
The transaction is conditioned upon:
- At least 67% of all
LifeWatchshares that are issued and outstanding at the end of the offer period, which may be extended, tendering into the offer; and
- Further customary offer conditions described in the offer prospectus, including regulatory approvals
Dial-in numbers to join the live audio webcasts are detailed below:
Participant PIN code: 60170589#
Investor Conference Call
Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements regarding, among other things, statements about both BioTelemetry’s and LifeWatch’s beliefs and expectations, statements about BioTelemetry’s proposed acquisition of
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
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
The pre-announcement available on BioTelemetry’s website does not constitute the Offer.
According to the laws of
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since
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.
BioTelemetry, Inc. Heather C. GetzInvestor Relations (800) 908-7103 firstname.lastname@example.org LifeWatch AGRalph Spillmann Communicators AG+41 79 514 64 84 email@example.com