BioTelemetry (BEAT) to Acquire LifeWatch AG in CHF260M Deal

BioTelemetry, Inc. (NASDAQ: BEAT) and LifeWatch AG announced today that the companies have entered into a definitive transaction agreement under which BioTelemetry will launch a tender offer in Switzerland to acquire all of the outstanding shares of LifeWatch AG, with shareholders receiving either CHF10.00 in cash and 0.1457 shares of BioTelemetry stock (equivalent to CHF4.00 per LifeWatch share based on the closing price of BioTelemetry on Friday, April 7, 2017) or CHF8.00 in cash and 0.2185 shares of BioTelemetry stock (equivalent to CHF6.00 per LifeWatch share based on the closing price of BioTelemetry on Friday April 7, 2017), depending on individual shareholder preference. The total deal value is approximately CHF260 million. BioTelemetry will fund the transaction with a combination of cash on hand, debt and equity. The transaction has been approved by both Boards of Directors.

Headquartered in Switzerland with US operations based in Rosemont, Illinois, LifeWatch is one of the most successful suppliers of remote cardiac monitoring solutions. While both companies have a rich history of developing innovative remote cardiac monitoring solutions, the combination will create one of the most comprehensive connected health platforms in the world, far more capable of delivering solutions necessary to meet today’s healthcare challenges. BioTelemetry expects the combination to yield significant synergies to be realized over the 12 to 18 month period, post-closing. Assuming the transaction had occurred on January 1, 2017 and full synergies had been realized immediately, the combined 2017 adjusted EBITDA would be approximately $95 to $100 million. The Companies will work closely to determine how to best integrate the two organizations to leverage the strengths of both while ensuring a smooth and orderly transition.

Joseph H. Capper, President and Chief Executive Officer of BioTelemetry, Inc., commented: “We are extremely excited to announce the acquisition of LifeWatch. We believe the combination of the two most innovative remote cardiac monitoring companies creates a unique opportunity to build an immensely successful connected health platform, capable of delivering highly sought after life-saving and cost-reduction solutions. If the tender offer is successful, this transaction is expected to yield considerable efficiencies, creating tremendous shareholder value. We look forward to working with the LifeWatch team and hope to be able to welcome them to the BioTelemetry family in the near future.”

Dr. Stephan Rietiker, Chief Executive Officer of LifeWatch AG, added: “We firmly believe that BioTelemetry is the best partner to maximize the future potential of LifeWatch. We envision this combination will allow our employees further opportunities to expand the business and leverage each other’s strengths. This union is a positive development for patients, payors, providers and stakeholders. Pending a successful tender offer, we look forward to working with the BioTelemetry team to provide our customers with industry leading products and unmatched customer service.”

Expected TimingThe transaction is expected to close in the third quarter of 2017. The Pre-Announcement, including the conditions of the tender offer, is being published concurrently with this press release. BioTelemetry intends to disseminate an Offer Prospectus under Swiss law and commence the tender offer by mid-April 2017.

The transaction is conditioned upon:

• At least 67% of all LifeWatch shares that are issued and outstanding at the end of the offer period, which may be extended, tendering into the offer; and
• Further customary offer conditions described in the offer prospectus, including regulatory approvals

AdvisorsRaymond James is acting as lead financial advisor to BioTelemetry with Deloitte providing financial advice on certain accounting and diligence matters. Credit Suisse is acting as financial advisor to BioTelemetry and offer manager. Greenburg Traurig, LLP, Niederer Kraft & Frey and Reed Smith LLP are serving as legal advisors to BioTelemetry.

Lazard is serving as LifeWatch’s sole financial advisor. CMS von Erlach Poncet AG and Fox, Swibel, Levin & Carroll, LLP are serving as lead legal advisors to LifeWatch.

Press ConferenceBioTelemetry and LifeWatch will conduct a joint press conference tomorrow, April 10, 2017, at 09:00 CEST or 03:00 AM Eastern Time. The press conference will occur at Convention Point, Selnaustrasse 30, CH-8001 Zurich, Switzerland. Accredited members of the media and analysts are invited to attend in person. There will also be a live audio webcast of the press conference which will be archived on the companies’ websites for approximately two weeks. The live audio webcast can be found under the following link: http://lifewatch100417-live.audio-webcast.com (login: lifewatch0417)

Dial-in numbers to join the live audio webcasts are detailed below:CH: +41225805970DE: +4969222229043UK: +442030092452USA: +18554027766Participant PIN code: 60170589#

Investor Conference CallBioTelemetry will conduct a conference call with investors to discuss the transaction on April 10, 2017, at 3:00 CEST or 9:00 AM Eastern Time. A simultaneous webcast of the call for investors and other interested parties may be accessed by visiting the investor section of BioTelemetry’s website at www.gobio.com. The call will be archived on the website for approximately two weeks.

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