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