EANS-Adhoc: The Board of Directors of LifeWatch rejects the candidates for its Board proposed by a group of shareholders (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/LifeWatch AG 15.06.2012 Neuhausen am Rheinfall/Switzerland - The Board of Directors of LifeWatch AG (SIX Swiss Exchange: LIFE) rejects the candidates proposed by a shareholder group due to missing specific track records in the relevant industries or markets and recommends to the shareholders of LifeWatch to vote against these candidates but to follow the motions proposed by the Board of directors. You will find a PDF-version at the end of this message. The Board of Directors of LifeWatch acknowledged the wish of the shareholder group to be represented in the Board of Directors adequately according to their shareholding. For this very purpose we included 5 "Election of one (1) new Member of the Board of Directors" in the agenda of the General Meeting. The Board invited the group on several occasions to propose a suitable candidate for a seat on the Board and to say whether the candidate would accept the necessary regulatory and legal conditions regarding the representation of the shareholder group on the Board. In addition to Patrick Schildknecht the shareholder group proposed two other candidates from Germany named Dr. Wolfgang Reim and Dr. Thomas Rühle. The Board is fully acknowledging their personal track records. However, all candidates suffer from a missing track record in our relevant industry or additional experience in (new) target markets. Furthermore the Board has to deplore about a lack of a due process for the nomination of candidates as none of these candidates has ever sent a detailed CV or other background material to the attention of the Board. Consequently, the Board of LifeWatch recommends to the Shareholders of LifeWatch AG to not support any of these candidates and as a consequence, the motion of the Board is to vote against these candidates if presented under agenda item 5 "Election of one (1) new member of the Board of Directors." In summer 2011, the company developed a new strategy with an internationally reputed consulting firm, which is now being implemented step by step, to diversify into new geographic markets and service areas. The company has already launched or announced new products and services into these technologically demanding and highly competitive markets, including the world's first-of-its-kind global smart phone health care solution. The new strategy should be implemented successfully and systematically by a management team with proven expertise. Therefore the current management team will be strengthened across all levels including top management. Although it is demanding and time consuming to find and win top talents for a small company like LifeWatch in a fast-moving market we are now carrying out this process with utmost resolve, care and responsibility for the company's prospects. The Board of LifeWatch AG recommends to the shareholders of LifeWatch to vote in favour for the motions of the Board at the upcoming AGM and to create clarity with their vote. 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 Obstructive Sleep Apnea (OSA) patients under the brand name NiteWatch. For additional information, please visit www.lifewatch.com. E-Mail Alerts: 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 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 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/oRuLxHhe Further inquiry note: 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/oRuLxHhe 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