EANS-Adhoc: LifeWatch AG
The Board of Directors of LifeWatch rejects the
demands put forth by a shareholder group and maintains its offer for one seat on
the Board (with document)
Ein Dokument
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 04.06.2012 Neuhausen am Rheinfall / Switzerland - The Board of Directors of Life-Watch AG (SIX Swiss Exchange: LIFE) rejects demands put forth by a shareholder group to elect three new members and to not reelect three current members. This would de facto lead to a change in control of the company. The Board confirms that the dispatch of the invitation and its agenda are in line with the Articles of the Company and the applicable Swiss corporate law. The Board has carefully analyzed the letter of the group of shareholders dated 29 May 2012 and decided not to change the invitation dispatched for the AGM as all motions are in line with the Articles of the Company and the applicable Swiss law. According to the motions of the AGM a new member can be elected to the Board of Directors. The Board still expects to receive background information on the Candidates proposed for this motion that will show their willingness to accept the legal and regulatory framework. Following a proper assessment of these candidates by the Board, Shareholders will receive a proposal in connection with the motion regarding the election of one new Board member. The Board will not be present at an information event organised by the group of shareholders as it violates the equal treatment of all shareholders and for regulatory reasons. Shareholders of LifeWatch AG will be informed directly and in due time. For further information please contact: Sensus Investor and Public Relations, Zürich: Tel +41 43 366 55 11 | Fax +41 43 366 55 12 Email lifewatch@sensus.ch About LifeWatch AG: LifeWatch AG, headquartered in Neuhausen am Rheinfall and listed on SIX Swiss Exchange (LIFE), Switzerland, is the leading healthcare technology and solution company, specializing in advanced telehealth systems and wireless remote patient monitoring services. LifeWatch services cater to individuals, ranging from high-risk and chronically ill patients, to consumers of health and wellness products. LifeWatch has subsidiaries in the United States, the Netherlands, Japan, the United Kingdom, Switzerland and Israel. LifeWatch AG is the parent company of LifeWatch Services Inc., a leading US-based cardiac monitoring service provider, and manufacturer of telecardiology products. LifeWatch is also introducing a new program for Home Sleep Testing of Obstruc-tive Sleep Apnea (OSA) patients under the brand name NiteWatch. For additional information, please visit www.lifewatch.com. Sign-up for customized E-mail alerts and documentation requests is available at http://production.investis.com/lifewatch/alert-service/ 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, 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 expres-sions 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 state-ments 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 SHOULD 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 REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM LIFEWATCH AG OR ITS SUBSIDIARIES, AS APPLICABLE, AND WILL CONTAIN DETAILED INFORMATION ABOUT THE ISSUER AND ITS MANAGEMENT AS WELL AS FINANCIAL STATEMENTS OF THE ISSUER. Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/us/POjmfdPf Further inquiry note: For further information please contact: Sensus Investor and Public Relations, Zürich: Tel +41 43 366 55 11 | Fax +41 43 366 55 12 Email lifewatch@sensus.ch end of announcement euro adhoc -------------------------------------------------------------------------------- Attachments with Announcement: ---------------------------------------------- http://resources.euroadhoc.com/us/POjmfdPf issuer: LifeWatch AG Rundbuckstrasse 6 CH-8212 Neuhausen am Rheinfall phone: +41 52 632 00 50 FAX: +41 52 632 00 51 mail: users@lifewatch.com WWW: www.lifewatch.com sector: Healthcare Providers ISIN: CH0012815459 indexes: SPI, SPIEX stockmarkets: free trade: Berlin, Open Market / XETRA: Frankfurt, Main Standard: SIX Swiss Exchange language: English