24.01.2017 – 07:22

AEVIS VICTORIA SA

EQS-Adhoc: AEVIS VICTORIA SA launches a public takeover offer for all publicly held registered shares of LifeWatch Ltd.

EQS Group-Ad-hoc: AEVIS VICTORIA SA / Key word(s): Offer
AEVIS VICTORIA SA launches a public takeover offer for all publicly held
registered shares of LifeWatch Ltd.

24-Jan-2017 / 07:15 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND
JAPAN


Press release

Fribourg, 24 January 2017

AEVIS VICTORIA SA launches a public takeover offer for all publicly held
registered shares of LifeWatch Ltd.

The exchange offer in registered shares of AEVIS VICTORIA SA presents a premium
of 19.1% compared to yesterday's closing price and 19.1% compared to the 60-day
VWAP of LifeWatch Ltd., respectively.

AEVIS VICTORIA SA will significantly contribute to pursuing LifeWatch Ltd.'s
growth strategy.

AEVIS VICTORIA SA (AEVIS) today published the pre-announcement of the public
takeover offer on all publicly held registered shares of LifeWatch Ltd.
(LifeWatch). LifeWatch shareholders can opt for an exchange offer or a cash
alternative. For each registered share of LifeWatch, it is foreseen that AEVIS
will offer 0.1818 registered share of AEVIS with a nominal value of CHF 5.00.
Alternatively, AEVIS offers CHF 10.00 in cash per registered share of LifeWatch.
The exchange offer presents a premium of 19.1% compared to yesterday's closing
price and 19.1% compared to the 60-day volume-weighted average price (VWAP) of
LifeWatch, respectively. The exchange offer allows LifeWatch shareholders to
invest in AEVIS, which is more diversified, whilst continuing to participate
indirectly in the development of LifeWatch. AEVIS has made cash distributions to
its shareholders for the last four years. The Board of Directors of LifeWatch
has been informed of this friendly offer.

The public takeover offer is subject to several conditions, one of which being
that AEVIS holds 67% of the LifeWatch registered shares at the offer expiration
date. AEVIS and its reference shareholders already hold 2'216'267 registered
shares of LifeWatch, which represents 11.99% of the share-capital and voting
rights. Details regarding this offer are available in the pre-announcement
published today. The offer prospectus will likely be published on 20 February
2017.

AEVIS' telemedicine segment will be strongly reinforced
In the event of a successful completion of this offer, LifeWatch would become an
independently managed subsidiary of AEVIS, allowing AEVIS to further diversify
its portfolio both from a geographic and technologic point of view, to durably
reinforce its telemedicine activities and to develop its presence in the health
sector. With the complete integration of LifeWatch into AEVIS, the telemedicine
segment - including LifeWatch and Medgate - would become the second biggest
entity of AEVIS, after Swiss Medical Network, the second largest group of
private hospitals in Switzerland.

LifeWatch could seize new market opportunities even more efficiently
AEVIS intends to significantly contribute to pursuing LifeWatch's growth
strategy. AEVIS is convinced that LifeWatch would benefit from the support of a
reference shareholder with a strong presence in the health sector. AEVIS would
be able to provide a long-term vision and the necessary financial means to
develop the business model. The American and European telemedicine markets
present a strong potential, amongst others due to demographic changes and public
health. These technologically complex markets will necessitate targeted measures
in order to achieve profitable expansion objectives in the coming years. Over
the past years, AEVIS has a proven track record in transforming and growing
companies in the health sector. LifeWatch will also benefit from this broad
experience.

Access to offer documents:
http://www.aevis.com/websites/aevis/English/3700/other-information.html

For more information:
AEVIS VICTORIA SA Media and Investor Relations: c/o Dynamics Group, Zurich
Philippe R. Blangey,  prb@dynamicsgroup.ch, +41 (0) 43 268 32 35 or +41 (0) 79
785 46 32
Séverine Van der Schueren,  svanderschueren@aevis.com, +41 (0) 26 350 02 02

AEVIS VICTORIA SA - Investing for a better life
AEVIS VICTORIA SA invests in services to people, healthcare, hospitality, life
sciences and lifestyle. AEVIS VICTORIA′s main shareholdings are Swiss Medical
Network SA, the second largest group of private hospitals in Switzerland,
Victoria-Jungfrau Collection AG, a luxury hotel group managing four luxury
hotels in Switzerland, a hospitals and hospitality real estate division,
Medgate, the leading telemedicine provider in Switzerland, and NESCENS SA, a
brand dedicated to better aging. AEVIS is listed on the Swiss Reporting Standard
of the SIX Swiss Exchange (AEVS.SW). www.aevis.com.

 

RESTRICTIONS TO THE OFFER

General

The offer described in this press release will not be made directly or
indirectly in any country or jurisdiction in which such offer would be
considered unlawful or in which it would otherwise violate any applicable law or
regulation, or which would require the offeror to amend the terms or conditions
of the offer in any way, or which would require the offeror to make any
additional filing with or take any additional action with regard to any
governmental, regulatory or legal authority. The offeror does not intend to
extend the offer to any such country or jurisdiction. Documents relating to the
offer may not be distributed in such countries or jurisdictions or sent into
such countries or jurisdictions and may not be used for purposes of soliciting
the purchase of any securities of LifeWatch by any person or entity resident or
incorporated in such countries or jurisdictions.

United States of America

The public tender offer described in this press release will not be made
directly or indirectly in or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America and may only be
accepted outside the United States of America. This includes, but is not limited
to, facsimile transmission, telex or telephones. This press release and any
offering materials with respect to the public tender offer described in this
press release may not be distributed in nor sent to the United States of America
and may not be used for the purpose of soliciting the sale or purchase of any
securities of LifeWatch from anyone in the United States of America. The offeror
will not be soliciting the tender of securities of LifeWatch by any holder of
such securities in the United States of America. Securities of LifeWatch will
not be accepted from holders of such securities in the United States of America.
Any purported acceptance of the offer that the offeror or its agents believe has
been made in or from the United States of America will be invalidated. The
offeror reserves the absolute right to reject any and all acceptances determined
by them not to be in the proper form or the acceptance of which may be unlawful.

The securities to be issued pursuant to the public tender offer described in
this press release have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), nor under any
law of any state of the United States of America, and may not be offered, sold,
resold, or delivered, directly or indirectly, in or into the United States of
America, except pursuant to an exemption from the registration requirements of
the U.S. Securities Act and the applicable state securities laws. Neither this
press release nor the public tender offer described in this press release does
constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States of America or in any other jurisdiction in which
such an offer or solicitation would be unlawful. Securities may not be offered
or sold in the United States of America absent registration or an exemption from
registration. AEVIS will not register or make a public offer of its securities,
or otherwise conduct the public tender offer, in the United States of America.

United Kingdom

This communication is directed only at persons in the U.K. who (i) have
professional experience in matters relating to investments, (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of The Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully
be communicated (all such persons together being referred to as "relevant
persons"). This communication must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be engaged
in only with relevant persons.

Australia, Canada, Japan

The public tender offer described in this press release is not addressed to
shareholders of LifeWatch whose place of residence, seat or habitual abode is in
Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area

The public tender offer described in this press release (the "Offer") is only
being made within the European Economic Area ("EEA") pursuant to an exemption
under Directive 2003/71/EC (as amended and together with any applicable adopting
or amending measures in any relevant member state (as defined below), the
"Prospectus Directive"), as implemented in each member state of the EEA (each a
"relevant member state"), from the requirement to publish a prospectus that has
been approved by the competent authority in that relevant member state and
published in accordance with the Prospectus Directive as implemented in that
relevant member state or, where appropriate, approved in another relevant member
state and notified to the competent authority in that relevant member state, all
in accordance with the Prospectus Directive. Accordingly, in the EEA, the Offer
and documents or other materials in relation to the offer and the shares in
AEVIS (the "Offeror Shares") are only addressed to, and are only directed at,
(i) qualified investors ("qualified investors") in the relevant member state
within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in
the relevant member state, and (ii) persons who hold, and will tender, the
equivalent of at least EUR 100,000 worth of shares in LifeWatch (the "Target
Shares") in exchange for the receipt of offeror Shares (collectively, "permitted
participants"). This press release and the documents and other materials in
relation to the offer may not be acted or relied upon by persons in the EEA who
are not permitted participants, and each shareholder of LifeWatch seeking to
participate in the offer that is resident in the EEA will be deemed to have
represented and agreed that it is a qualified investor or that it is tendering
the equivalent of EUR 100,000 worth of Target Shares in exchange of offeror
Shares.

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End of ad hoc announcement------------------------------------------------------

538553  24-Jan-2017 CET/CEST