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Escalon(R) Medical Corp. Commences its Exchange Offer to Acquire
Drew Scientific Group PLC
WAYNE, Pa., May 14 /PRNewswire-FirstCall/ -- Today Escalon Medical Corp.
commenced its exchange offer for the outstanding ordinary shares of Drew
Scientific Group PLC (London Stock Exchange: DRW). Drew Scientific is a
diagnostics company that specializes in analytical systems for laboratory
testing worldwide, with seventy percent of its sales in the United States
according to its March 31, 2004 Annual Report. Drew shareholders approved a 1
for 2 rights issue of approximately 29,673,864 shares, thereby increasing the
number of Drew shares outstanding to 89,021,593. Consequently, due to the
rights issue, currency exchange rate changes and changes in Escalon's share
price, Escalon's offer sent to Drew shareholders today is for 0.0051 shares of
Escalon common stock in exchange for each ordinary share of Drew Scientific
that is validly tendered. The exchange offer values each Drew Scientific share
at 0.06 pounds (approximately $0.11) based on the closing price of $21.00 per
share of Escalon common stock on May 12, 2004. If all of the outstanding
shares of Drew Scientific are exchanged, Escalon would issue approximately
454,010 shares of Escalon common stock in the exchange offer.
Drew Scientific, with manufacturing operations in Texas and Connecticut, is a
diagnostics company specializing in the design, manufacture, sale and
distribution of analytical systems for laboratory testing worldwide. Drew
Scientific provides instrumentation and consumables for the diagnosis and
monitoring of medical disorders in the areas of diabetes, cardiovascular
diseases and hematology, as well as Veterinary hematology and blood chemistry.
Founded in 1987, Escalon develops, markets and distributes ophthalmic
diagnostic, surgical and pharmaceutical products as well as vascular access
devices. Escalon seeks to further diversify its product line to achieve
critical mass in sales and take better advantage of Escalon's distribution
capabilities through internal product development, acquisitions or strategic
partnerships. Escalon has headquarters in Wayne, Pennsylvania and
manufacturing operations in Long Island, New York and New Berlin, Wisconsin.
This announcement does not constitute an offer or invitation to purchase any
securities. The formal offer document containing the full terms and conditions
of the exchange offer, together with a form of acceptance will be distributed
to the shareholders of Drew Scientific at a later date.
To U.S. Holders of Drew Scientific Shares:
This intention to make a tender offer is made for the securities of a foreign
company. The offer is subject to disclosure requirements of a foreign country
that are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since Drew Scientific is located in
a foreign country, and some or all of its officers and directors may be
residents of a foreign county. You may not be able to sue a foreign company or
its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Escalon may purchase securities otherwise than under
the tender offer, such as in open market or privately negotiated purchases.
Note: This press release contains statements that are considered forward-
looking under the Private Securities Litigation Reform Act of 1995, including
statements about Escalon's future prospects. They are based on Escalon's
current expectations and are subject to a number of uncertainties and risks,
and actual results may differ materially. The uncertainties and risks include
whether Escalon is able to improve upon the operations of Escalon's business
units, generate cash and identify, finance and enter into business
relationships and acquisitions, uncertainties and risks related to new product
development, commercialization, manufacturing and market acceptance of new
products, marketing acceptance of existing products in new markets, research
and development activities, including failure to demonstrate clinical efficacy,
delays by regulatory authorities, scientific and technical advances by Escalon
or third parties, introduction of competitive products, third party
reimbursement and physician training as well as general economic conditions.
Further information about these and other relevant risks and uncertainties may
be found in Escalon's report on Form 10-K, and its other filings with the
Securities and Exchange Commission, all of which are available from the
Commission as well as other sources.
DATASOURCE: Escalon Medical Corp.
CONTACT: Richard J. DePiano, Chairman and CEO of Escalon Medical Corp.,
+1-610-688-6830; or Alison Ziegler of Financial Relations Board,
+1-212-445-8432, for Escalon Medical Corp.