PTP Profile Thera.

RNS Number:3464A
Respironics, Inc.
1 July 2004

Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan.

Embargoed until 7:00 a.m. on 1 July 2004

Recommended Cash Offer by Respironics UK Holding Company Limited ("Respironics
UK") for Profile Therapeutics plc ("Profile")

Offer declared unconditional in all respects

The board of Respironics UK announces that the recommended cash offer (the "
Offer") made by Bridgewell Limited on behalf of Respironics UK for the entire
issued and to be issued share capital of Profile as set out in the Offer
document dated 21 May 2004 (the "Offer Document") has been declared
unconditional in all respects and the remaining conditions have been satisfied
or waived.  The Offer will remain open until further notice.

Profile Shareholders who have not yet accepted the Offer are encouraged to
complete and return the Form of Acceptance as soon as possible so as to be
received either by post or by hand by Capita IRG Plc, Corporate Actions, PO Box
166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.

Respironics UK intends to implement the procedures set out in Sections 428 to
430F (inclusive) of the Companies Act 1985 to acquire compulsorily any
outstanding Profile Shares to which the Offer relates.  Respironics UK also
intends, subject to any applicable requirements of the UK Listing Authority, to
procure that Profile applies to the London Stock Exchange for the admission to
trading of the Profile Shares to be cancelled.  Such cancellation will take
effect no earlier than 20 business days from the date of this announcement and
is expected to significantly reduce the liquidity and marketability of any
Profile Shares not assented to the Offer.

By 3:00 pm on 30 June 2004, valid acceptances had been received in respect of a
total of 48,353,256 Profile Shares, representing approximately 98.39 per cent.
of the existing issued share capital of Profile.

During the Offer Period Respironics UK obtained irrevocable undertakings to
accept the Offer from certain Profile Shareholders (including the Directors of
Profile) in respect of 30,587,783 Profile Shares representing in aggregate
approximately 62.2 per cent. of the existing issued share capital of Profile.
Respironics UK has received valid acceptances in respect of all Profile Shares
to which these undertakings related.

Neither Respironics UK, nor any person acting, or deemed to be acting, in
concert with Respironics UK for the purpose of the Offer owned, or controlled,
any Profile Shares or any rights over any Profile Shares immediately prior to
the commencement of the Offer Period.  Save as disclosed in this announcement,
neither Respironics UK nor any person acting, or deemed to be acting, in concert
with Respironics UK has acquired or agreed to acquire Profile Shares (or rights
over Profile Shares) during the Offer Period.

Unless the context otherwise requires, defined terms used in this announcement
shall have the same meanings given to them in the Offer Document.

Enquiries:

Respironics, Inc.

Dan Bevevino (Vice President and CFO)                          +1 724 387 5235

Maryellen Bizzack (Director, Marketing & Communications)       +1 724 387 5006


Bridgewell Limited

John Craven (Director)                                         020 7003 3108


Profile Therapeutics plc

John Lisle (Chief Executive Officer)                           0870 770 2004



PricewaterhouseCoopers LLP

Darren Bryant (Director)                                       020 7804 4089

Bridgewell, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Respironics, Inc. and Respironics UK and no
one else in connection with the Offer and will not be responsible to anyone
other than Respironics, Inc. and Respironics UK for providing the protections
afforded to its customers or for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for Profile and for no one else in relation to the Offer
and will not be responsible to anyone other than Profile for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
announcement.

This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer is
being made solely by the Offer Document and the Form of Acceptance accompanying
the Offer Document, which contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom. Persons who are not resident in the United Kingdom, or
who are subject to the laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe, any applicable legal and regulatory
requirements.

The Offer is not being made, directly or indirectly, in or into the United
States or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile or other electronic transmission, telex or
telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor is it
being made directly or indirectly in or into Canada, Australia or Japan and the
Offer cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this press announcement, the Offer
Document and the Form of Acceptance are not being, will not be and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan or any other such jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction and
persons receiving this press announcement, the Offer Document and Form of
Acceptance (including without limitation custodians, nominees and trustees) must
not mail, forward, distribute or send them in, into or from the United States,
Canada, Australia or Japan or any other such jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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