EANS-Adhoc: Constructive dialogue between the Board of LifeWatch AG and the recently formed shareholder group (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 03.09.2012 Neuhausen am Rheinfall/Switzerland - LifeWatch AG (SIX Swiss Exchange: LIFE), the leading provider of wireless telemedicine, today announces that the Board of Directors of LifeWatch AG and the representatives of the shareholder group, Martin Eberhard and Patrick Schildknecht had constructive talks. The common understanding is that the Board will submit a proposal for a restructuring of the Board and it will invite its shareholders to an extraordinary general meeting in November 2012 for the election of new Board members and the granting of full discharge for the current members of the Board and Management. You will find a PDF-version of this press release at the end of this message. From the current members of the Board Dr. Yacov Geva and Mr. Urs Wettstein shall continue to serve on the Board. Mr. Gregory Volkart, Dr. Abraham Sartani and Mr. Jürg Stahl have offered to resign from the Board in order to facilitate the implementation of the new board structure. In addition, the current Board will propose to the shareholders the election of two new members of the shareholder group, Dr. Thomas Rühle and Patrick Schildknecht and two additional and fully independent Board members. It is the clear understanding that Dr. Yacov Geva will remain an active chairman of the Board. The new Board will review the current corporate structure and strengthen the senior management team. It is the clear objective of the Board and the shareholders group to work together in a constructive manner and focus on the successful launch of the new products mainly the LifeWatch V and the new innovative product that will be unveiled in November 2012. 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 AG has operative subsidiaries in the United States, in Switzerland and in Israel and is the parent company of LifeWatch Services Inc., and LifeWatch Technologies, Ltd. LifeWatch Services, Inc. is a leading US-based provider of cardiac monitoring services and home sleep testing of Obstructive Sleep Apnea (OSA). LifeWatch Technologies Ltd., based in Israel, is a leading developer and manufacturer of telemedicine products. The Company is planning to introduce the LifeWatch V, an Android-based smartphone with medical sensors and apps that uses a cloud-based service platform. 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 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/PH6rShim 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/PH6rShim 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