Escalon(R) Medical Corp. Waives Certain Conditions in Its Exchange Offer to Acquire the Shares of Drew Scientific Group PLC
April 20 2004 - 10:33AM
PR Newswire (US)
Escalon(R) Medical Corp. Waives Certain Conditions in Its Exchange
Offer to Acquire the Shares of Drew Scientific Group PLC WAYNE,
Pa., April 20 /PRNewswire-FirstCall/ -- Escalon Medical Corp. today
announced that it has waived two conditions under its announcement
of a proposed exchange offer for all the outstanding ordinary
shares of Drew Scientific Group PLC (LONDON: DRW) , a diagnostics
company that specializes in analytical systems for laboratory
testing worldwide. On April 8, 2004, Escalon had announced its
intention to make an offer for all the outstanding ordinary shares
of Drew pursuant to a proposed exchange offer. The April 8, 2004
announcement stated that the proposed exchange offer was subject to
certain conditions, including that Drew shareholders not approve a
rights offering by Drew and that Drew withdraw its proposed rights
offering prior to the first closing date of the exchange offer.
According to Drew's announcements, the Drew rights offering
entitles each Drew shareholder to purchase one share of Drew stock
for 0.05 UK pounds for each two shares of Drew stock held. On April
15, 2004, Drew announced that the Drew rights offering was approved
by Drew shareholders at its Extraordinary General Meeting. In
response, Escalon announced that it had waived the two conditions
and that it intended to proceed with making the proposed exchange
offer notwithstanding that Drew shareholders had approved the Drew
rights offering and that Drew was not withdrawing its rights
offering. Based upon information announced by Drew, if fully
subscribed, the Drew rights offering will raise approximately
$2,358,000 and will increase the number of outstanding ordinary
shares of Drew by approximately 50%. Assuming the Drew rights
offering is fully subscribed and all outstanding Drew ordinary
shares are exchanged in the proposed exchange offer, the number of
shares that Escalon common stock that Escalon would issue in the
exchange offer would be increased from approximately 284,869 shares
to approximately 424,336 shares, depending upon the pricing of
Escalon's formal exchange offer. Escalon's exchange offer continues
to be subject to certain conditions, including due diligence and
any approvals required under the British City Code on Takeovers and
Mergers or other governmental approvals. Escalon cannot assure that
any ordinary shares of Drew will be tendered in the exchange offer
or that it will successfully complete the exchange offer or acquire
all or substantially all of the ordinary shares of Drew. 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; Alison Ziegler of Financial Relations
Board, +1-212-445-8432
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