Swiss Takeover Board
Übernahmekommission: Personelle Änderungen
The Board of Directors of the Swiss Financial Market Supervisory Authority FINMA has appointed Mirjam Eggen as new member of the Swiss Takeover Board. Jean-Luc Chenaux will act as new vice-chairman of the commission. The former vice-chairwoman, Susan Emmenegger, will leave the commission by the end of August 2017 due to term limits.
Neue Adresse / Nouvelle adresse / New Address
New address and electronical transmission of submissions: The Swiss Takeover Board moved to Stockerstrasse 54 in 8002 Zürich. The new address and the new phone and fax numbers (see below) are immediately applicable. Besides, the Swiss Takeover Board now provides the opportunity to officially transmit electronical submissions through the platform IncaMail of the Swiss Post (www.post.ch/incamail).
Swiss Takeover Board
T: + 41 44 283 17 50
F: + 41 44 283 17 40
The Swiss Takeover Board has stated that the modification of the public takeover offer of Cardiac Monitoring Holding Company, LLC to the shareholders of LifeWatch AG and the report of the board of LifeWatch AG meet the legal requirements.
The Swiss Takeover Board has approved the extension of the offer of Cardiac Monitoring Holding Company, LLC until 31 May 2017. The offer of AEVIS VICTORIA SA is automatically extended to the same deadline.
The Swiss Takeover Board has determined, that the public mixed tender offer of BioTelemetry, Inc. launched through its daughter company Cardiac Monitoring Holding Company, LLC to the shareholders of LifeWatch AG complies with the legal provisions regarding public tender offers.
Further, the agreed break fee in the amount of CHF 1'295'000 between BioTelemetry, Inc. and Cardiac Monitoring Holding Company, LLC on one side and LifeWatch AG on the other side has been ruled permissible. Lastly, an exemption was granted according to which the identity of shareholders or of groups of shareholders of BioTelemetry, Inc. and their percentage of holdings in BioTelemetry, Inc. has to be disclosed starting with the threshold of five percent instead of three percent of the voting rights.
Activity report 2016
The Swiss Takeover Board has published today its activity report 2016.
The Swiss Takeover Board has granted Cardiac Monitoring Holding Company, LLC an extension of the deadline for the publication of the offer prospectus until 25 April 2017.
The Swiss Takeover Board has decided that AEVIS VICTORIA SA has to publish a complement to its offer prospectus with the following information : (i) reference to the decision and requirement of the Swiss Takeover Board that a complement to the offer prospectus has to be published; (ii) indication that the statements made by AEVIS VICTORIA SA in para. 2 of the complement to the prospectus of 27 March 2017 must be construed as an interpretation of AEVIS VICTORIA SA; (iii) indication that LifeWatch AG contests this interpretation; (iv) quote of the exact statements made during the press conference of LifeWatch AG from 20. March 2017.
The Swiss Takeover Board determined with its today’s decision that the report of the board of directors of LifeWatch AG regarding the public tender and exchange offer of AEVIS VICTORIA SA meets the legal requirements. The Swiss Takeover Board is of the view that the assessment of the independent committee of the board of directors of LifeWatch AG regarding the conflicts of interest is admissible with view to the legal provision concerning public tender offers and that the information that is contained in its report is sufficient in order to allow the recipients of the offer to be able to make an informed decision.
The Swiss Takeover Board further considered that LifeWatch AG did not violate the principle of equal treatment vis-à-vis AEVIS VICTORIA SA with respect to the access to a due diligence.
The Swiss Takeover Board (TOB) is a Federal Commission established under the Federal Act on Stock Exchanges and Securities Trading of March 24, 1995. The Takeover Board shall, in each case, ensure compliance with the rules applicable to public offers.