EANS-Adhoc: LifeWatch Board declines request of change in control (with document)
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Company Information/LifeWatch AG
24.05.2012
Neuhausen am Rheinfall / Switzerland - The LifeWatch Board declines the request
of a group of shareholders for a change of control by a majority representation
on the Board of Directors and invites the group of shareholders corresponding to
its participation to be represented by one member of the Board.
You will find a PDF-version of this press release at the end of this message.
The Board of Directors of LifeWatch AG has received a letter from a group of
shareholders requesting a majority representation on the Board of Directors and
thereby seeking a factual change of control over LifeWatch on 15 May 2012. That
day the group of shareholders has disclosed a participation in the share capital
of LifeWatch of 17.7%. Pursuant to the official notification the group of
shareholders consists of 5 direct shareholders and 7 individuals that
beneficially own or control the direct shareholders and this group of
shareholders is represented by Patrick Schildknecht and Martin Eberhard.
The Board of LifeWatch is convinced that the approach chosen by the group of
shareholders holding an interest of 17.7% to claim a majority representation on
the Board does not comply with principles of good corporate governance and does
not treat all shareholders equally and therefore is not in the best interest of
all shareholders including the company's retail shareholders.
The Board is convinced that a change of control of LifeWatch as well as the
requested majority representation on the Board should be achieved by a public
takeover offer only and treat all shareholders equally in a transparent manner.
As a general principle of Swiss corporate law, the board of directors must not
support a "silent" takeover through a factual change of control of the board of
directors if the shareholder claiming such control holds less than one third of
the voting rights. This is particularly important if the investors do not intend
to achieve full control over the company, but intend to maintain the listing
under a new controlling leadership.
The Board has invited the representatives of the group of shareholders to
present the name of a candidate for election as representative of the group of
shareholders to the Board. The Board acknowledges that a group of shareholders
who together holds 17.7% of the Company's shares has a legitimate interest to be
represented on the Board corresponding to its participation in the Company. As a
consequence, the Board included an additional agenda item regarding the election
of one new member of the Board on the agenda for the forthcoming annual
shareholders' meeting to be held on 28 June 2012. The invitation for the annual
shareholders' meeting will be published in the Swiss Official Gazette of
Commerce (SOGC) on May 25, 2012.
In this context the Board of LifeWatch wants to point out the progress the
Company has made since summer 2011. In collaboration with McKinsey & Company
LifeWatch developed a strategy for more diversification into new geographies
and service areas. By this strategy LifeWatch wants first to stay the clear
market leader in the U.S. and secondly wants to diminish its dependence from
the important U.S. healthcare market with its rigid changes.
In the first quarter of 2012 the ELITE Service was introduced to the market
which was widely accepted by patients and physicians and has already set a new
standard in the wireless cardiac monitoring after such a short time. Also the
Ansar testing technology has been introduced in the first quarter of 2012 and
will contribute clinical benefits for the diagnosis of cardiac diseases.
For the second half of 2012 LifeWatch has already announced the presentation of
two new product and services whose development is well underway and one of them
will be introduced to the public and the professional audience already before
the Annual Shareholder Meeting. With these products LifeWatch takes the chance
to enter into new geographies outside from the U.S. and into the business with
wellness products and consumer goods.
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.
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:
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http://resources.euroadhoc.com/us/ex4YiVpG
Further inquiry note:
Andreas Duffé, Sensus Investor and Public Relations GmbH, Zürich:
Tel +41 52 632 20 55 | Fax +41 43 366 55 12 | Email lifewatch@sensus.ch
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/us/ex4YiVpG
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