EXHIBIT 99.1
PRESS RELEASE
AT THE COMPANY AT FINANCIAL RELATIONS BOARD
- -------------- ----------------------------
Richard J. DePiano Alison Ziegler
Chairman and CEO 212/445-8432
610/688-6830
FOR IMMEDIATE RELEASE
ESCALON(R) MEDICAL CORP. WAIVES CERTAIN CONDITIONS
IN ITS EXCHANGE OFFER TO ACQUIRE THE SHARES OF
DREW SCIENTIFIC GROUP PLC
WAYNE, PA - APRIL 19, 2004 -- Escalon Medical Corp. (Nasdaq Small Cap: ESMC)
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 Stock Exchange: 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.
--More--
Escalon Medical Corp.
Page 2
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.
###