Laborie Medical Technologies Europe Offer for Mediwatch plc (2254T)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Mediwatch	LSE:MDW	London	Ordinary Share	GB0006633738	ORD 1P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

Mediwatch (LSE:MDW)
Historical Stock Chart

From Jun 2019 to Jun 2024

TIDMMDW

RNS Number : 2254T

Laborie Medical Technologies Europe

18 November 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

18 November 2013

Laborie Medical Technologies Europe Limited

Recommended Cash Offer for Mediwatch plc

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

Highlights

-- The Laborie Board and the Independent Directors of Mediwatch are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Mediwatch by Laborie which is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act between Mediwatch and its shareholders.

   --      Under the terms of the Acquisition, Mediwatch Shareholders will receive:

for each Scheme Share 6 pence in cash

-- The Acquisition values the Fully Diluted Share Capital of Mediwatch at approximately GBP8.48 million and represents a premium of approximately:

o 118 per cent. to the Closing Price of 2.75 pence per Mediwatch Share on 17 October 2013 (being the last business day prior to the commencement of the Offer Period) and a premium of 45 per cent. to the highest closing price since 17 October 2013 being 4.13 pence;

o 141 per cent. to the average Closing Price of 2.49 pence per Mediwatch Share over the 90 day period up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period);

o 140 per cent. to the average Closing Price of 2.50 pence per Mediwatch share over the one year period from 18 October 2012 up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period); and

o 133 per cent. to the average Closing Price of 2.58 pence per Mediwatch Share over the two year period from 18 October 2011 up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period).

-- Laborie is a portfolio company of Audax Private Equity Fund III, L.P., a private equity fund affiliated with Audax Management Company, LLC ("Audax Group"), and is a leading multinational developer, manufacturer and marketer of innovative medical equipment and consumables used in the fields of urology and women's health. The Boards of Laborie and Mediwatch believe that a combination of Mediwatch and Laborie would:

o Create a comprehensive diagnostic product line that will meet the varied needs of physicians around the world;

o Build a customer service network providing comprehensive technical support to customers around the world;

o Accelerate technological innovation and new product development by combining two of the leading research and development teams in their field; and

o Drive economies of scale across the supply chain

-- The Acquisition is conditional on, amongst other things, the approval of Mediwatch Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting.

-- The Independent Directors, who have been so advised by SP Angel, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Directors, SP Angel has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors intend to recommend unanimously that Mediwatch Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings of Mediwatch Shares.

-- Philip Stimpson, Chief Executive Officer of Mediwatch, has entered into a new service agreement with Mediwatch, to which Laborie is also a party, certain terms of which are conditional on the Scheme becoming Effective. SP Angel, independent financial adviser to Mediwatch for the purposes of the Acquisition, has confirmed that in its opinion the terms of the new service agreement are fair and reasonable so far as the remaining Scheme Shareholders are concerned.

   --      Irrevocable undertakings:

o All of the Mediwatch Directors have entered into irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of their entire beneficial interests in Mediwatch Shares amounting, in aggregate, to 38,467,857 Mediwatch Shares, representing approximately 27.31 per cent. of the issued ordinary share capital of Mediwatch. All of these irrevocable undertakings remain binding, even in the event of a higher competing offer for Mediwatch, but cease to be binding in the event that the Acquisition has not become Effective by 31 March 2014.

o In addition, Laborie has received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of 8,022,165 Mediwatch Shares, representing approximately 5.69 per cent. of the issued ordinary share capital of Mediwatch. These undertakings will cease to be binding in the event that: (i) the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the City Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share.

o Laborie has therefore received irrevocable undertakings in respect of a total of 46,490,022 Mediwatch Shares, representing, in aggregate approximately 33.0 per cent. of the entire issued ordinary share capital of Mediwatch to vote or procure the vote in favour of the Acquisition at the Court Meeting and of the Special Resolution to be proposed at the General Meeting.

-- The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, will be posted to Mediwatch Shareholders as soon as practicable and, in any event, within 28 days of this announcement. It is expected that the Scheme will become effective in January 2014, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document.

Brian Ellacott, CEO of Laborie, commented:

"We believe that combining Mediwatch's product portfolio with Laborie's best in class R&D capabilities and sales network will enable us to better serve physicians and hospitals around the world. We expect to continue to build a suite of leading-edge products organically and through opportunistic acquisitions."

Omer Karim, Chairman of Mediwatch, commented:

"The proposed acquisition by Laborie will bring many advantages for both the Mediwatch and Laborie businesses and the board believe the fit between the businesses is good. Although, the benefits of the corporate restructuring we have undertaken in the last 18 months are starting to come to fruition, we believe that the future outlook for our customers and employees would be significantly enhanced if we were part of a larger group."

The Acquisition will be subject to the terms and conditions set out in this announcement and to the terms and conditions which will be set out in the Scheme Document. The bases and sources of certain information contained in this announcement are set out in full in Appendix 2 to this announcement. Details of the irrevocable undertakings received by Laborie are set out in Appendix 3 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

This summary should be read in conjunction with the full announcement and the Appendices.

Enquiries:

Laborie +1 905 612 1170

Brian Ellacott, CEO

Investec (Financial adviser to Laborie) +44 (0) 20 7597 4000

Daniel Adams

Ben Williams

Mediwatch

Dr Philip Stimpson, Chief Executive Officer +44 (0) 1788 547 888

Mark Hughes, Chief Financial Officer

SP Angel Corporate Finance LLP

   (Financial adviser, nominated adviser and broker to Mediwatch)      +44 (0) 20 3463 2260

David Facey

Katy Birkin

Liz Yong

Further Information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

The Scheme Document will be published as soon as practicable following this announcement, and in any event within 28 days of this announcement. The Scheme Document will be, subject to restrictions related to persons in any Restricted Jurisdiction, made available by Laborie on its website at http://laboriemedical.co.uk/mwscheme and by Mediwatch on its website at http://mediwatch.com. The Mediwatch Board urges Mediwatch Shareholders to read the Scheme Document because it will contain important information in relation to the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Mediwatch Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Please be aware that addresses, electronic addresses and certain other information provided by Mediwatch Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mediwatch may be provided to Laborie during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Notice to US investors in Mediwatch: The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the US Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to Mediwatch has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Mediwatch Shares to enforce their rights and any claim arising out of US federal laws, since Laborie and Mediwatch are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Mediwatch Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Investec Bank plc ("Investec") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority. Investec is acting as financial adviser to Laborie and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Laborie for providing the protections afforded to clients of Investec or for providing advice in relation to the Acquisition or any other matters referred to herein.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Mediwatch and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Mediwatch for providing the protections afforded to clients of SP Angel or for providing advice in relation to the Acquisition or any other matters referred to herein.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Mediwatch and certain plans and objectives of Laborie with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by Mediwatch and/or Laborie in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Mediwatch nor Laborie assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Laborie or Mediwatch, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Laborie or Mediwatch, as appropriate.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Laborie's website at http://laboriemedical.co.uk/mwscheme and on Mediwatch's website at http://mediwatch.com by no later than noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement (by contacting mdwinfo@laborie.com or by submitting a request in writing to Alice Orczy, Laborie Medical Technologies, Unit 5, Garonor Way, Royal Portbury, Bristol BS20 7XE). It is important that you note that unless you make such a request, a hard copy of this announcement may not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Mediwatch confirms that it has in issue 140,871,032 ordinary shares of 1p each which are admitted to trading on AIM. The ISIN of the Mediwatch Shares is GB0006633738.

For immediate release

18 November 2013

Laborie Medical Technologies Europe Limited

Recommended Cash Offer for Mediwatch plc

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

   1.         Introduction

The Laborie Board and the Independent Directors of Mediwatch are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Mediwatch by Laborie which is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act between Mediwatch and its shareholders.

   2.         The Acquisition

The Acquisition will be implemented by way of the Scheme, the full terms and conditions of which will be set out in the Scheme Document. Under the terms of the Scheme, which is subject to the Conditions and certain further terms set out in Appendix 1, Scheme Shareholders on the register of members of Mediwatch at the Scheme Record Time will be entitled to receive:

for each Scheme Share 6 pence in cash

The consideration for the Acquisition represents a premium of approximately:

-- 118 per cent. to the Closing Price of 2.75 pence per Mediwatch Share on 17 October 2013 (being the last business day prior to the commencement of the Offer Period) and a premium of 45 per cent. to the highest closing price since 17 October 2013 being 4.13 pence;

-- 141 per cent. to the average Closing Price of 2.49 pence per Mediwatch Share over the 90 day period up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period);

-- 140 per cent. to the average Closing Price of 2.50 pence per Mediwatch share over the one year period from 18 October 2012 up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period); and

-- 133 per cent. to the average Closing Price of 2.58 pence per Mediwatch Share over the two year period from 18 October 2011 up to and including 17 October 2013 (being the last business day prior to the commencement of the Offer Period).

The Acquisition values the Fully Diluted Share Capital of Mediwatch at approximately GBP8.48 million.

The Scheme requires the Scheme Shareholders to vote in favour of the Scheme at the Court Meeting and the Mediwatch Shareholders to vote in favour of the Special Resolution at the General Meeting. Further details of the Meetings will be set out in the Scheme Document.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted and, if they voted, whether they voted for or against the Scheme, at the Court Meeting or the General Meeting.

Upon the Scheme becoming Effective, Mediwatch will become a wholly owned subsidiary of Laborie.

Cheques in respect of the Cash Consideration will be sent to Scheme Shareholders at their own risk (or the Cash Consideration will be settled through CREST, as the case may be) as soon as practicable and, in any event, within 14 days of the Scheme becoming Effective.

   3.         Recommendation

In view of the new employment arrangements with Philip Stimpson, which will be described in the Scheme Document, the Mediwatch Board has determined that it is appropriate that only the Independent Directors consider the terms of the Acquisition and make a recommendation to the Mediwatch Shareholders.

The Independent Directors, who have been so advised by SP Angel, consider the terms of the Acquisition (including the Scheme) to be fair and reasonable. In providing its advice to the Independent Directors, SP Angel has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors intend to unanimously recommend that Mediwatch Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as all of the Mediwatch Directors have irrevocably undertaken to do in respect of their beneficial interests in Mediwatch Shares amounting, in aggregate, to 38,467,857 Mediwatch Shares representing approximately 27.31 per cent. of the existing issued ordinary share capital of Mediwatch.

   4.         Background to and reasons for the Independent Directors' recommendation

In deciding to recommend the Scheme to Mediwatch Shareholders, the Independent Directors have taken into account a range of factors, including those outlined below.

The last four years have seen very difficult global economic markets. Trading in urology diagnostics has been particularly onerous and creditably the Group has managed to maintain its level of sales in this difficult market. In addition to the new products that the Group is developing and has recently launched, we are starting to see the benefits of the successful restructuring of the Group over the last 18 months.

In the United States, there have been significant changes in Medicare reimbursements which have put increasing pressures on our growth prospects. Consolidation within the industry has been expected. Integration into an enlarged medical group would be in the best interest for Mediwatch's business and Mediwatch's customers.

Taking all of this into account, it is difficult to see how the Company's value will grow significantly in the short term without a transformational acquisition of another business and after evaluating various joint venture, merger and acquisition opportunities, the Board believes that the Acquisition by Laborie is the best opportunity to crystallise value for Mediwatch Shareholders and for the continued support of its customers.

The Independent Directors have concluded that whilst Mediwatch could continue to trade successfully as an independent entity, the Acquisition provides the certainty of an immediate cash return of 6 pence per Mediwatch Share, which represents a significant premium to both the current and recent closing prices at which the Mediwatch Shares have traded.

   5.         Background to and reasons for the Acquisition

The Laborie Group's strategy is to expand through a combination of organic growth and acquisitions to further its position as a leader in global pelvic health. The Acquisition of Mediwatch by Laborie furthers this aim and would enable the Enlarged Group to service an increased number of customers globally and to benefit from the research and development projects underway at both Mediwatch and Laborie. In addition, the Acquisition would:

-- Create a comprehensive diagnostic product line that will meet the varied needs of physicians around the world;

-- Build a customer service network providing comprehensive technical support to customers around the world;

-- Accelerate technological innovation and new product development by combining two of the leading research and development teams in their field; and

   --      Drive economies of scale across the supply chain.

The Enlarged Group would benefit from Laborie's customer relationships in North America and certain European countries and Mediwatch's customer relationships throughout the US, Europe, the Middle East, the Far East, Australasia and Africa.

   6.         Directors, management, employees and locations of the business

The Laborie Board has given assurances to the Mediwatch Directors that, following the completion of the Acquisition, the existing employment rights, including pension rights, of all Mediwatch Group employees will be fully safeguarded.

Laborie will be reviewing the operations of Mediwatch in more detail subsequent to completion of the Acquisition. While no final decisions have been made, it is likely that certain cost saving measures will be implemented in areas where there is overlap between Laborie and Mediwatch's operations, including distribution and certain administrative functions. The cost savings are likely to include some redundancies and may include the partial or complete rationalisation of Mediwatch's West Palm Beach facility.

In the UK, Laborie does not currently have any plans to close Mediwatch's facility in Rugby. Laborie will be reviewing its own facility in Bristol and Mediwatch's facility in Rugby to establish whether there are any efficiencies between the two facilities.

Philip Stimpson has entered into a new service agreement with Mediwatch, to which Laborie is also a party, certain terms of which are conditional upon the Scheme becoming Effective. SP Angel, independent financial adviser to Mediwatch for the purposes of the Acquisition, has confirmed that in its opinion, the terms of Mr Stimpson's service agreement are fair and reasonable so far as the remaining Scheme Shareholders are concerned.

In addition, it is expected that Omer Karim and Mark Emberton will continue as directors of Mediwatch following the Scheme becoming Effective. No discussions have taken place between Laborie and Omer Karim and Mark Emberton in relation to their incentivisation arrangements. However, Laborie does intend to enter into discussions with Omer Karim and Mark Emberton once the Scheme has become Effective. It is expected that Mark Hughes and Charles Cattaneo will resign from the Board upon the Scheme becoming effective, but Mark Hughes will be retained for a period following the Acquisition to assist with the integration of the Mediwatch business into the Laborie Group. Mr Cattaneo will have no entitlement to compensation upon resignation, save for the payment of any accrued but unpaid fees or expenses including his contractual notice period of 12 months.

Mark Hughes and other key personnel in Mediwatch's organisation might be offered integration bonuses although no commitments have yet been entered into.

Other than as set out in paragraph 5 and this paragraph 6, Laborie has informed Mediwatch that it has no plans to alter existing arrangements with employees, to change the locations of Mediwatch's places of business or to redeploy any of the fixed assets of Mediwatch.

The Mediwatch Board has given due consideration to Laborie's stated intentions and assurances noted above in deciding to recommend the Acquisition.

   7.         Information relating to Mediwatch

Mediwatch is a manufacturer and supplier of high-technology Urology and gastro intestinal diagnostic products, with a comprehensive range of disposables, and dedicated teams for service, clinical training and support. Mediwatch has offices in the USA and the UK, and a wide network of distributors around the world.

   8.         Current trading and prospects of Mediwatch

On 3 June 2013, Mediwatch announced its unaudited financial results for the six months ended 30 April 2013 in which it made the following statement on the outlook for the Company:

"The Board is encouraged with the results for the first half of the 2013 financial year; in particular it is pleasing to see that the cost reductions have firmly benefited the bottom line. With new product launches well underway and more to come later in the year; the Group is positioned for a positive second half."

Since this statement Mediwatch has continued along this course.

   9.         Information relating to Laborie

The Laborie Group was established through the acquisition (through entities affiliated with Audax Private Equity Fund III, L.P.) of certain assets of Laborie Medical Technologies, Inc., a Canadian corporation. The strategy was to grow the business through organic growth opportunities and through acquisitions to further its position as a leader in global pelvic health. Since that time Laborie has made a number of acquisitions to broaden its geographic reach and product offering.

The Laborie Group is a leading multinational developer, manufacturer and marketer of innovative medical equipment and catheters used in the fields of urology and women's health. Laborie manufactures and distributes urodynamic diagnostic equipment and the catheters to physicians and hospitals in North America, Europe and Asia. Laborie also provides pelvic muscle rehabilitation (PMR) systems and the probes used in PMR treatments.

Laborie is the UK subsidiary of LM Holdings S.a.r.l, a company incorporated in Luxembourg. The parent company of the Laborie Group is LM Acquisition Holdings, LLC, which is incorporated in Delaware, USA. The majority owner of LM Acquisition Holdings, LLC remains Audax Private Equity Fund III, L.P., a private equity fund affiliated with Audax Group.

The Laborie Group, in its current form, has only been trading since 11 July 2012, the date of Audax Private Equity Fund III's original investment. The original investment acquired certain assets of Laborie Medical Technologies, Inc., therefore the financial history of the Laborie Group prior to 11 July 2012 does not reflect the current Laborie Group and is therefore not reported. The only audited consolidated financial information relates to LM Intermediate Financial Holdings, LLC, a wholly owned subsidiary of LM Acquisitions Holdings, LLC for the period 11 July 2012 through to 31 March 2013. These consolidated financial statements capture all the trading entities of the Laborie Group. During this period the business generated revenues of $37.5 million and reported a loss before tax of $3.1 million. Net assets as at 31 March 2013 were $36.3 million.

   10.        Information relating to Audax Group

Audax Group and its affiliates manage over $5.0 billion of capital across their private equity, mezzanine debt, and private senior debt businesses on behalf of a wide range of prominent U.S. and international investors, including public and corporate pension funds, endowments, insurance companies, investment trusts, banks, and private families. Audax Group and its affiliates have offices in Boston, Massachusetts and New York, New York.

   11.        Financing of the Acquisition

The Cash Consideration due under the Acquisition will be financed from the existing working capital and existing debt finance facilities available to the Laborie Group.

Investec is satisfied that sufficient resources are available to Laborie to satisfy in full the Cash Consideration payable under the terms of the Acquisition.

   12.        Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Mediwatch and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme will involve an application by Mediwatch to the Court to sanction the Scheme and to confirm the Capital Reduction, and the cancellation of all the Scheme Shares in consideration for which Scheme Shareholders will receive consideration in accordance with the terms of the Scheme, as set out in paragraph 2 of this announcement. The reserve arising on the cancellation of the Scheme Shares will be used to pay up a new issue of Mediwatch Shares whose aggregate nominal value will equal the aggregate nominal value of the Scheme Shares so cancelled, and such new Mediwatch Shares will be allotted to Laborie or its nominee(s).

In addition to the ordinary shares, the share capital of the Company includes a second class of shares, the Deferred Shares, which were issued to holders of ordinary shares in the Company in 2003 in connection with a re-organisation of the share capital of the Company carried out at that time. The Deferred Shares do not entitle the holders of such shares to any rights on any distribution made by the Company or, in practical terms, on any return of capital in the Company (the Deferred Shares would only begin to participate on a return of capital after at least GBP100,000 had been paid in respect of each ordinary share in the Company). The Deferred Shares have no voting rights. Upon the Scheme becoming effective, Laborie requires that it becomes the holder of all issued shares in the capital of the Company and that there are no issued shares in the Company (ordinary shares or Deferred Shares) held by any other person. To ensure that this is the case, the Company proposes that the Deferred Shares will be cancelled through a Court approved process. The Scheme is conditional upon the Court's confirmation of the cancellation of the Deferred Shares. It is, therefore, proposed that, in addition to and at the same time as the Scheme, and contingent upon it, the Deferred Shares are cancelled and that the reserve arising on such cancellation is used immediately to pay up a further new issue of Mediwatch Shares whose aggregate nominal value will equal the aggregate nominal value of the Deferred Shares so cancelled and to issue such new Mediwatch Shares to Laborie and/or its nominees. The cancellation of the Deferred Shares will be provided for in the Special Resolution, and is subject to confirmation by the Court. The confirmation by the Court of the cancellation of the Deferred Shares and the sanction by the Court of the Scheme and the associated reduction of ordinary share capital which is undertaken as part of the Scheme will each be considered independently by the Court. Following the reduction of capital upon cancellation of the Deferred Shares and subsequent issue of new Mediwatch Shares, the nominal value of the share capital of Mediwatch will remain unchanged from that immediately prior to such reduction and new issue. Pursuant to the Articles, a vote of the holders of the Deferred Shares is not required in order to approve the cancellation of the Deferred Shares.

The Scheme is subject to the Conditions and further terms referred to in Appendix 1 to this announcement and to be included in the Scheme Document. The Conditions include:

-- the Scheme being approved by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders who are on the register of members of Mediwatch at the Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof);

-- the Special Resolution being duly passed by the requisite majority at the General Meeting (or any adjournment thereof);

-- the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Mediwatch and Laborie) and confirmation of the Capital Reduction by the Court and (i) the delivery of copies of the Scheme Court Order and the requisite statement of capital attached thereto to the Registrar of Companies and (ii) if so ordered by the Court in order to take effect, the registration of the Reduction Court Order and such statement of capital by the Registrar of Companies;

   --      the confirmation by the Court of the cancellation of the Deferred Shares; and

-- the satisfaction or waiver of other conditions which are considered customary for a transaction of this nature.

The Scheme will lapse if the Scheme does not become Effective by 21 March 2014 (or such later date, if any, as Laborie and Mediwatch may agree and, if required, the Court and the Panel may allow).

Following the Court Meeting and the General Meeting, the Scheme must be sanctioned by the Court at the Scheme Court Hearing and the associated Capital Reduction must be confirmed by the Court. The Scheme will only become Effective once an office copy of the Scheme Court Order, an office copy of the Reduction Court Order and the Statement of Capital are delivered to the Registrar of Companies and, if so ordered by the Court, the Reduction Court Order and Statement of Capital are registered by the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting. Upon the Scheme becoming Effective:

-- the CREST accounts of the Mediwatch Shareholders who hold Mediwatch Shares in uncertificated form will be credited with the Cash Consideration for their Mediwatch Shares; and

-- Mediwatch Shareholders who hold their Mediwatch Shares in certificated form will receive a cheque for the Cash Consideration for their Mediwatch Shares,

in each case no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the actions to be taken by Scheme Shareholders. The Scheme Document will be sent to Mediwatch Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

   13.        Mediwatch Share Option Scheme

Any Mediwatch Shares issued pursuant to the exercise of options under the Mediwatch Share Option Scheme prior to the Scheme Record Time will be subject to the terms of the Scheme. To the extent that their options are not already exercisable, holders of options under the Mediwatch Share Option Scheme may become entitled to exercise their options when the Scheme is sanctioned by the Court. Save for the issue of one Mediwatch Share to Laborie prior to the Effective Date pursuant to the Scheme, Mediwatch will not issue any shares after the Scheme Record Time until after the Effective Date.

As set out in the Special Resolution, an amendment to the Articles is being proposed at the General Meeting to the effect that any Mediwatch Shares allotted and issued pursuant to the exercise of an option under the Mediwatch Share Option Scheme (or otherwise) (which are not subject to the Scheme) will be automatically transferred to, and purchased by, Laborie on the same terms as the Acquisition.

Participants in the Mediwatch Share Option Scheme will receive separate explanatory letters explaining the effect of the Scheme on their options and the proposals to be made to participants in the Mediwatch Share Option Scheme in respect of their outstanding options granted pursuant to the Mediwatch Share Option Scheme.

14. Cancellation of admission to trading on AIM and re-registration of Mediwatch as a private company

Unless the Meetings are adjourned, the last day of dealings in, and for registration of transfers of, Mediwatch Shares will be the day of the Scheme Court Hearing, following which Mediwatch Shares will be temporarily suspended from trading on AIM.

As at the close of trading on the last day of dealings in Mediwatch Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of Mediwatch Shares within the CREST system. The Mediwatch Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Mediwatch Share registered in the name of the relevant seller under that trade. Consequently, those Mediwatch Shares will be cancelled under the Scheme and the seller will receive the Cash Consideration in accordance with the terms of the Scheme.

No transfers of Mediwatch Shares will be registered after this date and, other than the registration of Mediwatch Shares released, transferred or issued under the Mediwatch Share Option Scheme after the Scheme Court Hearing and prior to the Scheme Record Time, no Mediwatch Shares will be issued after this date.

A request will be made to the London Stock Exchange prior to the Effective Date to cancel the trading in Mediwatch Shares on AIM with effect from the Effective Date or shortly thereafter.

On the Effective Date, each certificate representing a holding of Mediwatch Shares subject to the Scheme will be cancelled. Share certificates in respect of Mediwatch Shares will cease to be valid and every Mediwatch Shareholder will be bound at the request of Mediwatch to deliver up to Mediwatch, or to any person appointed by Mediwatch, the share certificate(s) for cancellation, or to destroy them. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

It is also intended that Mediwatch be re-registered as a private limited company in due course.

   15.        Mediwatch Directors and the effect of the Scheme on their interests

Details of the interests of the Mediwatch Directors in the share capital of Mediwatch will be set out in the Scheme Document and were announced in Mediwatch's Opening Position Disclosure under Rule 8 of the City Code on 1 November 2013. Mediwatch Shares held by all of the Mediwatch Directors at the Scheme Record Time will be subject to the Scheme.

The Mediwatch Directors who hold Mediwatch Shares have entered into irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of their beneficial interests in Mediwatch Shares amounting, in aggregate, to 38,467,857 Mediwatch Shares, representing approximately 27.31 per cent. of the entire issued ordinary share capital of Mediwatch. All of these irrevocable undertakings remain binding, even in the event of a higher competing offer for Mediwatch, but cease to be binding in the event that the Acquisition has not become Effective by 31 March 2014.

Save as set out in this announcement (including, without limitation, in paragraphs 6 and 16 in relation to Philip Stimpson), the effect of the Scheme on the interests of the Mediwatch Directors does not differ from its effect on the like interest of any other person.

Details of the service contracts (including the termination provisions and payments) or letters of appointment of the Mediwatch Directors will be set out in the Scheme Document.

   16.        Offer-related arrangements

Mediwatch and Audax Group have entered into a mutual confidentiality agreement dated 15 August 2013 pursuant to which each of Mediwatch and Audax Group has undertaken to keep certain information relating (i) to the Acquisition; and (ii) to the other party, confidential and not to disclose such information to third parties, except (i) to certain permitted disclosees for the purposes of evaluating the Acquisition; or (ii) if required by applicable laws or regulations. These confidentiality obligations will remain in force until completion of the Acquisition, or if the Acquisition fails to complete, two years from the date of the mutual confidentiality agreement.

In addition, on 10 October 2013, Laborie and Mediwatch entered into a non-binding indicative letter of intent relating to the acquisition of Mediwatch by Laborie which included confidentiality provisions pursuant to which Mediwatch undertook not to disclose the existence of or the contents of the Letter of Intent without Laborie's prior consent.

On 15 November 2013, Philip Stimpson entered into a new service agreement with Mediwatch, to which Laborie is also a party. The appointment under the agreement is conditional upon completion of the Acquisition and the Scheme becoming Effective ("effective date"). The agreement is for a minimum fixed term of three years from the effective date unless terminated earlier by Mediwatch or Philip Stimpson giving to the other not less than three months' notice in writing. The agreement imposes various post termination restrictions on Philip Stimpson for a period of twelve months following termination of the agreement. Mediwatch will pay Philip Stimpson a salary of GBP320,000 per annum during the fixed term. Philip Stimpson is responsible for all expenses he incurs during the appointment.

   17.        Irrevocable undertakings

The Mediwatch Directors have each entered into irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of their beneficial interests in Mediwatch Shares amounting, in aggregate, to 38,467,857Mediwatch Shares, representing approximately 27.31 per cent. of the entire issued ordinary share capital of Mediwatch. All of these irrevocable undertakings remain binding, even in the event of a higher competing offer for Mediwatch, but cease to be binding in the event that the Acquisition has not become Effective by 31 March 2014.

In addition, Laborie has received irrevocable undertakings from Nigel Bacon, Gino Palmeri, David Knox and Hanif Motiwala to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting in respect of 8,022,165 Mediwatch Shares, representing approximately 5.69 per cent. of the issued ordinary share capital of Mediwatch. These undertakings will cease to be binding in the event that: (i) the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share

Laborie has therefore received irrevocable undertakings in respect of a total of 46,490,022 Mediwatch Shares, representing, in aggregate approximately 33.0 per cent. of the issued ordinary share capital of Mediwatch to vote or procure the vote in favour of the Scheme at the Court Meeting and of the Special Resolution to be proposed at the General Meeting.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

   18.        Opening Position Disclosure and Interests

Laborie made an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code, on 1 November 2013.

   19.        Overseas shareholders

The distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Mediwatch Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Mediwatch Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been dispatched.

   20.        Documents on website

Copies of the following documents will, by no later than noon on 19 November 2013, be published on Laborie's website at http://laboriemedical.co.uk/mwscheme and Mediwatch's website at http://mediwatch.com:

   (a)        a copy of this announcement; 
   (b)        the mutual confidentiality agreement dated 15 August 2013 between Laborie and Mediwatch; 
   (c)        the non-binding letter of intent dated 10 October 2013 between Laborie and Mediwatch;

(d) the new service agreement between Philip Stimpson, Mediwatch and Laborie referred to in paragraphs 6 and 16 of this announcement; and

   (e)        the irrevocable undertakings listed in Appendix 3. 
   21.        Reserving the right to proceed by way of an Offer

Laborie reserves the right to elect to implement the Acquisition by way of an offer for the entire issued and to be issued ordinary share capital of Mediwatch not already held by Laborie as an alternative to the Scheme. In such an event, an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this announcement.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Laborie intends to: (i) request the London Stock Exchange to cancel trading in Mediwatch Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Mediwatch Shares in respect of which the Offer has not been accepted.

Enquiries

Laborie +1 905 612 1170

Brian Ellacott, CEO

Investec (Financial adviser to Laborie) +44 (0) 20 7597 4000

Daniel Adams

Ben Williams

Mediwatch

Dr Philip Stimpson, Chief Executive Officer +44 (0) 1788 547 888

Mark Hughes, Chief Financial Officer

SP Angel Corporate Finance LLP

   (financial adviser, nominated adviser and broker to Mediwatch)       +44 (0) 20 3463 2260

David Facey

Katy Birkin

Liz Yong

Further Information

The Scheme Document will be published as soon as practicable after this announcement and in any event within 28 days of this announcement. The Scheme Document will be, subject to restrictions related to persons in any Restricted Jurisdiction, made available by Laborie on its website at http://laboriemedical.co.uk/mwscheme and by Mediwatch on its website at http://mediwatch.com. The Mediwatch Board urges Mediwatch Shareholders to read the Scheme Document because it will contain important information in relation to the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Mediwatch and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Mediwatch for providing the protections afforded to clients of SP Angel, or for providing advice in relation to the Acquisition, or any other matters referred to herein.

Cautionary note regarding forward-looking statements

No profit forecasts or estimates

Dealing and Opening Position Disclosure requirements

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Laborie's website at http://laboriemedical.co.uk/mwscheme and on Mediwatch's website at http://mediwatch.com by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement (by contacting mdwinfo@laborie.com or by submitting a request in writing to Alice Orczy, Laborie Medical Technologies, Unit 5, Garonor Way, Royal Portbury Bristol BS20 7XE, United Kingdom). It is important that you note that unless you make such a request, a hard copy of this announcement may not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Mediwatch confirms that it has in issue 140,871,032 ordinary shares of 1 pence each which are admitted to trading on AIM. The ISIN of the Mediwatch Shares is GB0006633738.

APPENDIX 1

CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and Effective by 5.00 p.m. on 21 March 2014 (or such later time or date (if any) as Laborie and Mediwatch may agree, with the approval of the Court and/or the Panel if required).

   1.         The Scheme will be subject to the following Conditions:

(i) approval of the Scheme by a majority in number, representing not less than 75 per cent. of the voting rights of those Mediwatch Shareholders (or the relevant class or classes thereof) present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or at any adjournment of such meeting);

(ii) the Special Resolution being duly passed by the requisite majority of Mediwatch Shareholders at the General Meeting (or at any adjournment of that meeting);

(iii) the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms acceptable to Laborie and Mediwatch) and the delivery of the Scheme Court Order to the Registrar of Companies; and

(iv) the confirmation by the Court of the Capital Reduction and the delivery of the Reduction Court Order and a Statement of Capital to the Registrar of Companies and, if the Court so orders, the registration of the Reduction Court Order and Statement of Capital by the Registrar of Companies.

Unless the Scheme becomes Effective by not later than 21 March 2014, or such later date as Mediwatch and Laborie may agree and the Court and the Panel may allow, the Scheme will not become Effective and the Acquisition will not proceed.

2. In addition, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(A) the confirmation by the Court of the reduction of capital involved in the cancellation of the Deferred Shares and the delivery to the Registrar of Companies of the order of the Court confirming such reduction and a statement of capital (approved by the Court) showing, with respect to Mediwatch's share capital as altered by such Court order, the information required by section 649 of the Companies Act and, if the Court so orders, the registration of such order and statement of capital by the Registrar of Companies;

(B) no anti-trust regulator or Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to (to an extent which is material in the context of the Mediwatch Group or the Wider Laborie Group, as the case may be, in either case, taken as a whole):

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Laborie Group or any member of the Mediwatch Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) require, prevent or delay the divestiture by any member of the Wider Laborie Group of any shares or other securities in any member of the Mediwatch Group or the Wider Laborie Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Laborie Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Mediwatch Group or the Wider Laborie Group or to exercise management control over any such member;

(iv) otherwise adversely affect all or any of the business, assets, profits or prospects of any member of the Wider Laborie Group or of any member of the Mediwatch Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Laborie or any member of the Wider Laborie Group of any shares or other securities in, or control of, Mediwatch void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) require any member of the Wider Laborie Group or the Mediwatch Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Mediwatch Group or the Wider Laborie Group owned by any Third Party;

(vii) impose any limitation on the ability of any member of the Wider Laborie Group or any member of the Mediwatch Group to co-ordinate or integrate its business, or any part of it, with the businesses of any other member of the Wider Laborie Group or the Mediwatch Group; or

(viii) result in any member of the Wider Laborie Group or any member of the Mediwatch Group ceasing to be able to carry on business under any name under which it presently does so, and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;

(C) save as Fairly Disclosed there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Mediwatch Group is a party or by or to which any member of the Mediwatch Group or any part of its assets may be bound, entitled or subject or any circumstance that, as a result of the Acquisition or the proposed acquisition by Laborie of the Mediwatch Shares or any of them, or change in the control or management of any member of the Mediwatch Group or otherwise, would or might reasonably be expected to result in (to an extent that is material in the context of the Mediwatch Group taken as a whole):

(i) any moneys borrowed by, or any other indebtedness, actual or contingent of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date provided for in such agreement, arrangement, licence or other instrument, or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation or liability arising or any material and adverse action being taken or arising thereunder;

(iii) the assets, rights, liabilities, obligations, interests or business of any member of the Mediwatch Group under any such agreement, arrangement, licence or instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangements relating to any such interests or business) being terminated or adversely modified or affected;

(iv) any such member ceasing to be able to carry on its business under any name which it at present uses;

(v) any assets or interests of or the use of which is enjoyed by any such member being or failing to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Laborie Group or of the Mediwatch Group, in each case otherwise than in the ordinary course of business;

(vi) any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the Mediwatch Group;

(vii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member or any such security interest (whenever and wherever arising or having arisen) becoming enforceable;

(viii) the value of any such member or their respective financial or trading position or profits or prospects being prejudiced or adversely affected or materially and adversely modified; or

(ix) the creation or acceleration of any liability (actual or contingent) of any member of the Mediwatch Group;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Mediwatch Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition;

(D) all material notifications, filings or applications which are necessary or reasonably considered appropriate in connection with the Acquisition having been made and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Laborie Group of any shares or other securities in, or control of, Mediwatch and all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Laborie or any member of the Wider Laborie Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Mediwatch by any member of the Wider Laborie Group having been obtained in terms and in a form reasonably satisfactory to Laborie from all appropriate Third Parties or persons with whom any member of the Mediwatch Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Mediwatch Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations In any jurisdiction having been complied with;

(E) except as Fairly Disclosed, no member of the Mediwatch Group having, since 31 October 2012 (to an extent that is material in the context of the Mediwatch Group taken as a whole):

(i) save as between Mediwatch and wholly-owned subsidiaries of Mediwatch or for Mediwatch Shares issued pursuant to the exercise of options granted under the Mediwatch Share Option Scheme, issued or agreed to issue, authorised or proposed the issue of additional shares (or other securities) of any class;

(ii) save as between Mediwatch and wholly-owned subsidiaries of Mediwatch or for the grant of options under the Mediwatch Share Option Scheme, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Mediwatch Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Mediwatch Group transactions or pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-Mediwatch Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued or agreed to issue, authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased, or agreed to incur or increase, any indebtedness or become, or agreed to become, subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Mediwatch Group or the Wider Laborie Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Mediwatch Group or the Wider Laborie Group other than to a nature and extent which is normal in the context of the business concerned;

   (xii)       waived or compromised any claim otherwise than in the ordinary course of business; 
   (xiii)      made or agreed or consented to any change in any material respect to:

(1) the terms of the pension scheme(s) established by any member of the Mediwatch Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) save as agreed in writing by Laborie and with the consent of the Panel, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Mediwatch Group;

(xv) save as agreed in writing by Laborie taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Mediwatch Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code; or

(xvi) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

and, for the purposes of paragraphs (iii), (iv), and (v) of this Condition, the term 'Mediwatch Group' shall mean Mediwatch and its wholly-owned subsidiaries;

(F) except as Fairly Disclosed, since 31 October 2012:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Mediwatch Group which, in any such case, is material in the context of the Mediwatch Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Mediwatch Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Mediwatch Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Mediwatch Group which, in any such case, has had, or might reasonably be expected to have, a material adverse effect on the Mediwatch Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to Laborie which has had, or might reasonably be expected to have, a material adverse effect on the Mediwatch Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence, accreditation or regulatory approval held by any member of the Mediwatch Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Mediwatch Group taken as a whole;

(G) Laborie not having discovered:

(i) that any financial, business or other information concerning the Mediwatch Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Mediwatch Group or disclosed at any time to any member of the Wider Laborie Group or to any of their advisers by or on behalf of any member of the Mediwatch Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case to an extent which is material in the context of the Mediwatch Group taken as a whole;

(ii) that, except as Fairly Disclosed, any member of the Mediwatch Group or any partnership, company or other entity in which any member of the Mediwatch Group has a significant economic interest and which is not a subsidiary undertaking of Mediwatch is subject to any liability (contingent or otherwise) which, in any such case, is material in the context of the Mediwatch Group taken as a whole;

(iii) any information which affects the import of any information disclosed to Laborie at any time by or on behalf of any member of the Mediwatch Group and which is material in the context of the Mediwatch Group taken as a whole;

(iv) that, except as Fairly Disclosed, any past or present member of the Mediwatch Group has failed to comply with any and/or all applicable legislation, regulation or other requirement, of any jurisdiction with regard to the use, treatment, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same. constituted a non-compliance by any person with any such legislation, regulation or requirement, and wherever the same may have taken place) any of which use, treatment, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Mediwatch Group, which, in any case, is, or which might reasonably be expected to be, material in the context of the Mediwatch Group taken as a whole; or

(v) that, except as Fairly Disclosed, there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Mediwatch Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Mediwatch Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasigovernmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which, in any such case, is or might reasonably be expected to be material in the context of the Mediwatch Group taken as a whole.

The Conditions in paragraph 1 of Part A of this Appendix 1 may not be waived. Laborie reserves the right to waive, in whole or in part, all or any of the Conditions in paragraphs 2(A) to 2(G) of Part A of this Appendix 1.

If Laborie is required by the Panel to make an offer for Mediwatch Shares under the provisions of Rule 9 of the Code, Laborie may make such alterations to the above Conditions, including the Conditions in paragraph 1, as are necessary to comply with the provisions of that Rule.

Each of the Conditions set out in Part A of this Appendix 1 shall be regarded as a separate condition and shall not be limited by reference to any other condition.

The Acquisition will lapse if before the Meetings it (or any part of it) is referred to the Competition Commission, or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under Article 6(1)(c) or making a referral to a competent authority of the United Kingdom under Article 9(1). In such event, none of Laborie, Mediwatch or Mediwatch Shareholders will be bound by any term of the Scheme.

Laborie reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Laborie may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to Laborie and/or (with the consent of the Panel) any members of the Laborie Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Mediwatch, including, for this purpose, any such voting rights attaching to Mediwatch Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Under Rule 13.5 of the Code, Laborie may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the Condition are of material significance to Laborie in the context of the Acquisition. The Conditions in paragraph 1 are not subject to this provision of the Code.

Laborie shall be under no obligation to waive or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that on such earlier date there are no circumstances indicating that any of such Conditions may not be capable of fulfilment.

The Acquisition will be governed by English law and is subject to the jurisdiction of the courts of England. In addition, the Acquisition is subject to the terms and conditions as set out in this Appendix 1. The Acquisition will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the City Code.

Part B: Certain further terms of the Scheme and the Acquisition

The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Mediwatch Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

   1          Unless otherwise stated:

-- financial information relating to the Laborie Group has been extracted or derived (without any material adjustment) from the audited consolidated financial statements of LM Intermediate Financial Holdings, LLC, for the period 11 July 2012 through to 31 March 2013; and

-- financial information relating to the Mediwatch Group has been extracted or derived (without any material adjustment) from the audited annual report and accounts for Mediwatch for the year ended 31 October 2012 or the unaudited half yearly report for the six months ended 30 April 2013 which was announced on 3 June 2013.

2. The value of the Acquisition is calculated on the basis of the fully-diluted number of Mediwatch Shares in issue referred to in paragraph 4 below.

3. As at the close of business on 15 November 2013, being the last Business Day prior to the date of this announcement, Mediwatch had in issue 140,871,032 Mediwatch Shares. The International Securities Identification Number for Mediwatch Shares is GB0006633738.

4. The Fully Diluted Share Capital of Mediwatch (being 141,396,032 Mediwatch Shares) is calculated on the basis of the number of issued Mediwatch Shares referred to in paragraph 3 above and the options over 525,000 unissued Mediwatch Shares with an exercise price below 6p which are subsisting at the date of this announcement.

5. Unless otherwise stated, all prices and closing prices for Mediwatch Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List of the London Stock Exchange.

   6.         All references to time in this announcement are to London times.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

   1.         Mediwatch Directors

Irrevocable undertakings

Laborie has received irrevocable undertakings in relation to the Acquisition as follows:

 
     Name of Mediwatch Shareholder          Number of Mediwatch       Percentage of Mediwatch 
      giving undertaking                   Shares in respect of         issued ordinary share 
                                           which undertaking is                   capital (%) 
                                                          given 
     Philip Stimpson                                 24,418,021                         17.33 
     Omer Karim                                       9,884,450                          7.02 
     Mark Emberton                                    2,615,386                          1.86 
     Charles Cattaneo                                 1,400,000                          0.99 
     Mark Hughes                                        150,000                          0.11 
     Total                                           38,467,857                         27.31

These irrevocable undertakings include undertakings:

(i) to vote, or procure the vote, in favour (or to submit, or procure the submission of, Forms of Proxy voting in favour) of the Scheme at the Court Meeting and the Special Resolution at the General Meeting; and

(ii) if Laborie exercises its right to structure the Acquisition as an Offer, to accept, or procure the acceptance of, such Offer.

The irrevocable undertaking given by the Mediwatch Directors stipulates that it will cease to be binding if the Scheme or the Offer has not become Effective by 31 March 2014.

   2.         Mediwatch Shareholders

Irrevocable undertakings

Laborie has received irrevocable undertakings in relation to the Acquisition as follows:

 
     Name of Mediwatch Shareholder          Number of Mediwatch       Percentage of Mediwatch 
      giving undertaking                   Shares in respect of         issued ordinary share 
                                           which undertaking is                   capital (%) 
                                                          given 
     Nigel Bacon                                        700,000                           0.5 
     Gino Palmeri                                     2,325,000                          1.65 
     David Knox                                       2,945,000                          2.09 
     Hanif Motiwala                                   2,052,165                          1.46 
     Total                                            8,022,165                          5.69

These irrevocable undertakings include undertakings:

(ii) if Laborie exercises its right to structure the Acquisition as an Offer, to accept, or procure the acceptance of, such Offer.

The irrevocable undertakings given by these shareholders stipulates that it will cease to be binding if:

   (i)         if the Scheme or Offer has not become Effective by 31 March 2014; or

(ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such proposal provides for a consideration value of not less than 7 pence per Mediwatch Share.

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
     "Acquisition"                   the proposed recommended acquisition of the 
                                      entire issued and to be issued ordinary share 
                                      capital of Mediwatch by Laborie to be effected 
                                      by the Scheme as described in this announcement 
                                      (or by the Offer in certain circumstances 
                                      described in this announcement) 
     "AIM"                           the market of that name operated by the London 
                                      Stock Exchange 
     "AIM Rules"                     the AIM Rules for Companies published by 
                                      the London Stock Exchange, as amended from 
                                      time to time 
     "Articles"                      the articles of association of Mediwatch 
                                      as amended from time to time 
     "Audax Group"                   Audax Management Company, LLC, a Delaware 
                                      limited liability company 
     "Board"                         as the context requires, the board of directors 
                                      of Laborie or Mediwatch, and the terms 'Mediwatch 
                                      Board' and 'Laborie Board' shall be construed 
                                      accordingly 
     "business day"                  any day (other than a Saturday, Sunday, public 
                                      or bank holiday) on which banks are generally 
                                      open for normal business in London 
     "Capital Reduction"             the reduction of the capital of Mediwatch 
                                      pursuant to the Scheme 
     "Cash Consideration"            the cash consideration due to a Scheme Shareholder 
                                      from Laborie under the Scheme in connection 
                                      with the cancellation of Scheme Shares 
     "City Code"                     the City Code on Takeovers and Mergers 
     "Closing Price"                 means the closing middle market price of 
                                      a Mediwatch Share on a particular trading 
                                      day as derived from the AIM Appendix to the 
                                      Daily Official List of the London Stock Exchange 
     "Companies Act"                 the Companies Act 2006, as amended from time 
                                      to time 
     "Competition Commission"        the independent public body which conducts 
                                      second phase in-depth inquiries into mergers, 
                                      markets and the regulation of the major regulated 
                                      industries in the United Kingdom (or any 
                                      successor body or bodies carrying out the 
                                      same functions in the United Kingdom from 
                                      time to time) 
     "Conditions"                    the conditions to the Acquisition and to 
                                      the implementation of the Scheme set out 
                                      in Appendix 1 to this announcement 
     "Court"                         the High Court of Justice in England and 
                                      Wales 
     "Court Meeting"                 the meeting of holders of Mediwatch Shares 
                                      convened by order of the Court pursuant to 
                                      section 896 of the Companies Act to be held 
                                      for the purpose of considering and, if thought 
                                      fit, approving the Scheme (with or without 
                                      amendment), including any adjournment thereof 
     "Court Orders"                  the Scheme Court Order and the Reduction 
                                      Court Order 
     "CREST"                         the relevant system (as defined in the Uncertificated 
                                      Securities Regulations 2001 (SI 2001/3755)) 
                                      in respect of which Euroclear UK & Ireland 
                                      Limited is the Operator (as defined in the 
                                      Regulations) 
     "Dealing Disclosure"            an announcement pursuant to Rule 8 of the 
                                      City Code containing details of dealings 
                                      in interests in relevant securities of a 
                                      party to an offer 
     "Deferred Shares"               the 27,035,296 deferred shares of 9p each 
                                      in the capital of Mediwatch 
     "Effective"                     in the context of the Acquisition: 
 
                                      (a) if the Acquisition is implemented by 
                                      way of the Scheme, the Scheme having become 
                                      effective in accordance with its terms; or 
 
                                      (b) if the Acquisition is implemented by 
                                      way of an Offer, such Offer having been declared 
                                      or become unconditional in all respects 
     "Effective Date"                the date on which the Scheme becomes effective 
                                      in accordance with its terms 
     "Enlarged Group"                the enlarged group following the Acquisition, 
                                      comprising the Laborie Group and the Mediwatch 
                                      Group 
     "FCA"                           the United Kingdom's Financial Conduct Authority 
     "Fairly Disclosed"              the information which has been fairly disclosed: 
                                      (i) in writing prior to the date of this 
                                      announcement by or on behalf of Mediwatch 
                                      to Laborie or Laborie's financial, accounting, 
                                      tax or legal advisers (specifically as Laborie's 
                                      advisers in relation to the Acquisition); 
                                      (ii) in Mediwatch's published annual and/or 
                                      half year report and accounts for the relevant 
                                      financial period or periods referred to in 
                                      the relevant Condition; (iii) in a public 
                                      announcement made in accordance with the 
                                      AIM Rules or the DTRs by Mediwatch prior 
                                      to the date of this announcement; or (iv) 
                                      in this announcement 
     "Forms of Proxy"                the form of proxy in connection with each 
                                      of the Court Meeting and the General Meeting, 
                                      which shall accompany the Scheme Document 
     "Fully Diluted Share            is calculated on the basis set out in paragraph 
      Capital"                        4 of Appendix 2 to this announcement 
     "General Meeting"               the general meeting of Mediwatch Shareholders 
                                      to be convened to consider and if thought 
                                      fit pass the Special Resolution 
     "Independent Directors"         Omer Karim, Mark Hughes, Charles Cattaneo 
                                      and Professor Mark Emberton 
     "Investec"                      Investec Bank plc 
     "Laborie"                       Laborie Medical Technologies Europe Limited, 
                                      incorporated in England with registered number 
                                      6247281 
 
     "Laborie Group"                 Laborie and its subsidiary undertakings and 
                                      associated undertakings, together with LM 
                                      Acquisition Holdings, LLC, and subsidiary 
                                      undertakings and associated undertakings 
                                      of LM Acquisition Holdings, LLC 
     "London Stock Exchange"         London Stock Exchange plc 
     "Long Stop Date"                21 March 2014, or such earlier or later date 
                                      as Mediwatch and Laborie may agree and the 
                                      Panel and/or the Court may allow, being the 
                                      latest date by which the Scheme must become 
                                      Effective 
     "Mediwatch"                     Mediwatch plc, registered in England with 
                                      registered number 03971079 with its registered 
                                      office at Lumonics House, Valley Drive, Swift 
                                      Valley, Rugby CV21 1TQ, United Kingdom 
     "Mediwatch Directors"           the directors of Mediwatch and 'Mediwatch 
                                      Director' means any one of them 
     "Mediwatch Share                the Mediwatch plc Company Share Option Scheme, 
      Option                          established on 30 October 2000, amended on 
      Scheme"                         26 January 2001 and approved by the Inland 
                                      Revenue on 2 February 2001 
     "Mediwatch Group"               means Mediwatch and its subsidiary undertakings 
                                      and associated undertakings 
     "Mediwatch                      holders of Mediwatch Shares 
      Shareholders" 
     "Mediwatch Shares"              the ordinary shares of 1p each in the capital 
                                      of Mediwatch 
     "Meetings"                      the Court Meeting and the General Meeting 
     "Offer"                         should the Acquisition be implemented by 
                                      way of a takeover offer as defined in Chapter 
                                      3 of Part 28 of the Companies Act 2006, the 
                                      recommended offer to be made by or on behalf 
                                      of Laborie to acquire the entire issued and 
                                      to be issued ordinary share capital of Mediwatch 
                                      and, where the context admits, any subsequent 
                                      revision, variation, extension or renewal 
                                      of such offer 
     "Offer Period"                  as defined in the City Code, the period commencing 
                                      on (and including) 18 October 2013 and ending 
                                      on the earlier of the date on which it is 
                                      announced that the Scheme has become effective 
                                      and/or the date on which it is announced 
                                      that the Scheme has lapsed or has been withdrawn 
                                      (or such other date as the Panel may decide) 
     "Opening Position               an announcement containing details of interests 
      Disclosure"                     or short positions in, or rights to subscribe 
                                      for, any relevant securities of a party to 
                                      the offer if the person concerned has such 
                                      a position 
     "Panel"                         the Panel on Takeovers and Mergers 
     "Reduction Court                the hearing of the Court at which the Capital 
      Hearing"                        Reduction is confirmed 
     "Reduction Court                the order of the Court confirming the Capital 
      Order"                          Reduction 
     "Registrar of Companies"        the Registrar of Companies in England and 
                                      Wales 
     "Restricted Jurisdiction"       any jurisdiction where local laws or regulations 
                                      may result in a significant risk of civil, 
                                      regulatory or criminal exposure if information 
                                      concerning the Acquisition is sent or made 
                                      available in that jurisdiction (in accordance 
                                      with Rule 30.3 of the City Code) 
     "Restricted Overseas            a holder of Scheme Shares with a registered 
      Shareholder"                    address outside the United Kingdom or whom 
                                      Laborie reasonably believes to be located 
                                      in or a citizen, resident or national of 
                                      a jurisdiction outside the United Kingdom 
     "Scheme"                        the proposed scheme of arrangement under 
                                      Part 26 of the Companies Act between Mediwatch 
                                      and Scheme Shareholders to implement the 
                                      Acquisition 
     "Scheme Court Hearing"          the hearing of the Court at which the Scheme 
                                      is sanctioned 
     "Scheme Court Order"            the order of the Court sanctioning the Scheme 
     "Scheme Document"               the document to be dispatched to Mediwatch 
                                      Shareholders including the particulars required 
                                      by section 897 of the Companies Act 
     "Scheme Record Time"            the time and date specified in the Scheme 
                                      Document, expected to be 6.00 p.m. (London 
                                      time) on the business day immediately preceding 
                                      the date on which the Reduction Court Order 
                                      is made 
     "Scheme Shareholders"           holders of Scheme Shares 
     "Scheme Shares"                 (a) the Mediwatch Shares in issue at the 
                                      date of the Scheme Document; 
 
                                      (b) any Mediwatch Shares issued after the 
                                      date of the Scheme Document and prior to 
                                      the Voting Record Time; and 
 
                                      (c) any Mediwatch Shares issued at or after 
                                      the Voting Record Time and prior to the Scheme 
                                      Record Time in respect of which the original 
                                      or any subsequent holder thereof is bound 
                                      by the Scheme, or shall by such time have 
                                      agreed in writing to be bound by the Scheme; 
 
                                      in each case, save for any Mediwatch Shares 
                                      legally or beneficially held by any member 
                                      of the Laborie Group 
     "SP Angel"                      SP Angel Corporate Finance LLP 
     "Special Resolution'"           the special resolution to be proposed by 
                                      Mediwatch at the General Meeting in connection 
                                      with, amongst other things, the approval 
                                      of the Scheme and confirmation of the Capital 
                                      Reduction, the cancellation of the Deferred 
                                      Shares, the amendment of Mediwatch's articles 
                                      of association and such other matters as 
                                      may be necessary to implement the Scheme 
                                      and the de-listing of the Mediwatch Shares 
     "Statement of Capital"          the statement of capital (approved by the 
                                      Court) showing, with respect to Mediwatch's 
                                      share capital as altered by the Reduction 
                                      Court Order, the information required by 
                                      section 649 of the Companies Act 
     "Third Party"                   means a central bank, government or governmental, 
                                      quasi-governmental, supranational, statutory, 
                                      regulatory, environmental or investigative 
                                      body or authority, court, trade agency, professional 
                                      association, institution, employee representative 
                                      body or any other body or person whatsoever 
                                      in any jurisdiction 
     "UK" or "United Kingdom"        the United Kingdom of Great Britain and Northern 
                                      Ireland 
     "UK Listing Authority"          the FCA as the competent authority for listing 
                                      in the United Kingdom 
     "US" or "United States"         the United States of America, its territories 
                                      and possessions, any state of the United 
                                      States of America and the District of Columbia 
     "US Exchange Act"               the US Securities Exchange Act of 1934 (as 
                                      amended from time to time) 
     "Voting Record Time"            6.00 p.m. (London time) on the day which 
                                      is two business days before the day of the 
                                      Court Meeting or any adjournment thereof 
                                      (as the case may be) 
     "Wider Laborie                  means Laborie and LM Acquisition Holdings, 
      Group"                          LLC and their respective subsidiary undertakings, 
                                      associated undertakings and any other undertaking 
                                      in which Laborie and/or LM Acquisition Holdings, 
                                      LLC and/or their respective subsidiary undertakings 
                                      and associated undertakings (aggregating 
                                      their interests) have a direct or indirect 
                                      interest in 10 per cent. or more of the equity 
                                      share capital (as defined in the Companies 
                                      Act)

For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking' and 'undertaking' have the meanings given by the Companies Act 2006 and 'associated undertaking' has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFFFDEFWFDSEDF

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MDW Mediwatch