WAYNE, Pa., April 20 /PRNewswire-FirstCall/ -- Escalon Medical Corp.
(Nasdaq: 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: 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.

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