UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2017
BioTelemetry, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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000-55039 |
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46-2568498 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
1000 Cedar Hollow Road |
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19355 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (610) 729-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
o Emerging growth company
o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
In connection with the previously announced proposed acquisition by BioTelemetry, Inc. (Biotelemetry) indirectly of all of the outstanding shares of LifeWatch AG (LifeWatch) pursuant to a public tender offer, BioTelemetry announced that, effective on May 5, 2017, it received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), without any condition on or undertaking by BioTelemetry, LifeWatch or any of their respective subsidiaries. BioTelemetry also announced that it has received all necessary antitrust approvals from the Macedonian Commission.
The expiration of the HSR waiting period satisfies one of the closing conditions of the pending tender offer, which remains subject to other closing conditions as described in the prospectus for the offer published by BioTelemetry on April 24, 2017. Subject to the satisfaction of the other conditions, BioTelemetry expects the transaction to close in the third quarter of 2017.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 8, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BioTelemetry, Inc. | |
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By: |
/s/ Peter F. Ferola |
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Peter F. Ferola |
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Senior Vice President and General Counsel |
Date: May 8, 2017 |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: |
BioTelemetry, Inc. |
LifeWatch AG |
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Heather C. Getz |
Ralph Spillmann |
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Investor Relations |
Communicators AG |
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(800) 908-7103 |
+41 79 514 64 84 |
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investorrelations@biotelinc.com |
investor-relations@lifewatch.com |
BioTelemetry, Inc. Announces Receipt of Antitrust Clearance
for its Acquisition of LifeWatch AG
Malvern, PA and Zug, Switzerland (GLOBE NEWSWIRE) May 8, 2017 BioTelemetry, Inc. (NASDAQ:BEAT) announced today that, effective on May 5, 2017, it received early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) with respect to its previously announced tender offer to acquire all of the capital stock of LifeWatch AG (SIX:LIFE). This clearance comes without any condition on or undertaking by BioTelemetry, LifeWatch or any of their respective subsidiaries. BioTelemetry also received all necessary antitrust approvals from the Macedonian Commission, the need for which was due to the operations of LifeWatch Macedonia, a wholly owned subsidiary of LifeWatch AG.
The expiration of the HSR waiting period satisfies one of the closing conditions of the pending tender offer, which remains subject to other closing conditions as described in the prospectus for the offer published by BioTelemetry on April 24, 2017. Subject to the satisfaction of the other conditions, BioTelemetry expects the transaction to close in the third quarter of 2017.
According to the current timetable, the main offer period starts on May 10, 2017 and is expected to end on May 23, 2017, subject to any extension of the offer period.
About BioTelemetry
BioTelemetry, Inc., formerly known as CardioNet, Inc., is the leading wireless medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care. The company currently provides cardiac monitoring services, original equipment manufacturing with a primary focus on cardiac monitoring devices and centralized core laboratory services. More information can be found at www.biotelinc.com.
About LifeWatch AG
LifeWatch AG, headquartered in Zug, Switzerland and listed on the SIX Swiss Exchange (LIFE), is a leading healthcare technology and solutions company, specializing in advanced digital health systems and wireless remote diagnostic patient monitoring services. LifeWatchs services provide physicians with critical information to determine appropriate treatment and thereby improve patient outcomes. LifeWatch AG has operative subsidiaries in the United States, in Switzerland, Israel and Turkey, and is the parent company of LifeWatch Services Inc., LifeWatch Technologies, Ltd. and LifeWatch Turkey Holding AG (joint venture). LifeWatch Services, Inc. is a leading U.S.-based provider of cardiac monitoring services. LifeWatch Technologies Ltd., based in Israel, is a leading manufacturer of digital health products. LifeWatch Sağlık Hizmetlerine A.S. is the operative Turkish subsidiary of LifeWatch Turkey Holding AG and provider of mobile cardiac telemetry services in Turkey. For additional information, please visit www.lifewatch.com.
Cautionary Statement Regarding Forward-Looking Statements
This document includes certain forward-looking statements regarding, among other things, statements about BioTelemetrys proposed acquisition of LifeWatch AG, including the timing and success of the tender offer. These statements may be identified by words such as expect, anticipate, estimate, intend, plan, believe, promises, projects, and other words and terms of similar meaning. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations. Factors that may materially affect such forward-looking statements include: BioTelemetrys ability to successfully complete the tender offer for LifeWatchs shares and the failure of any of the conditions to BioTelemetrys tender offer to be satisfied. For further details and a discussion of these and other risks and uncertainties, please see BioTelemetrys public filings with the Securities and Exchange Commission, including the companys latest periodic reports on Form 10-K and 10-Q respectively, LifeWatchs past press releases, reports and other information posted on LifeWatchs website. Readers are cautioned not to put undue reliance on forward-looking statements, which reflect only opinions as of the date of this press release. BioTelemetry and LifeWatch do not undertake, and specifically disclaim, any obligation to publicly update or amend any forward-looking statement, whether as a result of new information, future events, or otherwise.
OFFER RESTRICTIONS
The public tender offer described in the offer documents (the Offer) is not being and will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require BioTelemetry or any of its subsidiaries to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of LifeWatch by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Persons Holding LifeWatch Shares
The Offer is made for the securities of a non-U.S. company. The Offer is subject to the disclosure and procedural requirements of Switzerland, which are different from those of the United States (the U.S.).
The Offer may not be accepted before expiration of a cooling-off period of ten (10) trading days, which will run from April 25, 2017 through May 9, 2017, unless extended by the Swiss Takeover Board.
According to the laws of Switzerland, LifeWatch shares tendered into the Offer may be withdrawn after they are tendered until the expiration of the main offer period.
BioTelemetry and any of its subsidiaries and any advisor, broker or financial institution acting as an agent or for the account or benefit of BioTelemetry or the Offeror may, subject to applicable Swiss securities laws, rules and regulations, make certain purchases of, or arrangements to purchase, LifeWatch shares from shareholders of LifeWatch who are willing to sell their LifeWatch shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. The Offeror will disclose promptly any information regarding such purchases of LifeWatch shares in Switzerland through the electronic media and/or the stock exchange and in the U.S. by means of a press release, if and to the extent required under applicable laws, rules and regulations in Switzerland.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since LifeWatch is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. courts judgment.
The receipt of cash and stock consideration in the Offer by a U.S. shareholder will generally be a taxable transaction for U.S. federal, state and local income tax purposes. Each U.S. shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
Securities may not be offered or sold in the U.S. absent registration or an exemption from registration under the U.S. Securities Act. It is expected that the Offer will be subject to a Tier I exemption pursuant to Rule 14d-1(c) of the U.S. Securities Exchange Act of 1934, as amended, and that the issuance of BioTelemetry Common Stock in connection therewith will be exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Rule 802 thereof.
Neither the Securities and Exchange Commission nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer, (b) passed upon the merits or fairness of the Offer, or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement. Any representation to the contrary is a criminal offense in the U.S.