Escalon(R) Medical Corp. Commences its Exchange Offer to Acquire Drew Scientific Group PLC
May 14 2004 - 5:42PM
PR Newswire (US)
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.
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