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Respironics (RESP) Acquires Shares Of Profile Therapeutics plc (PTP.L) Pursuant To Previously Announced Offer


10/19/2005 5:08:56 PM

MURRYSVILLE, Pa., July 1 /PRNewswire-FirstCall/ -- Respironics, Inc. announced today that holders of 98.4% of the outstanding shares of Profile Therapeutics plc (London SE symbol: PTP) have accepted Respironics' offer to purchase all of the outstanding shares of Profile. Such offer is now unconditional and Respironics will pay 50.9 UK pence ($0.93) for each share of Profile. Respironics will acquire any remaining shares of Profile pursuant to UK law that allows compulsory acquisition of such shares on the same terms as the offer. The total purchase price will be approximately $46 million. Effective July 1, 2004 Profile Therapeutics plc will become a subsidiary of Respironics. Profile will be integrated into two of the Company's Divisions -- the International Division and the Respiratory Drug Delivery Division. The combined annual revenues of the two companies total approximately $754 million.

Profile Therapeutics is a UK-based company that distributes, develops and commercializes specialty products to improve the treatment of sleep and respiratory patients. Profile is currently Respironics' distributor for sleep and ventilation products in the UK and has represented Respironics products for over 15 years in that country.

"We're very pleased to acquire Profile Therapeutics," said John Miclot, President and CEO of Respironics. "This opportunity is consistent with our strategic plan, which calls for expanding our presence in the global sleep and respiratory markets, and enhances the breadth of our products and services with Profile's new innovative technologies for respiratory drug delivery. We look forward to Profile associates becoming part of our organization and contributing to our future results."

Parker/Hunter Incorporated and Bridgewell Limited acted as financial advisors to Respironics and PricewaterhouseCoopers LLP acted as financial advisor to Profile in connection with this transaction. Reed Smith LLP acted as legal counsel to Respironics.

Respironics is a leading developer, manufacturer and distributor of innovative products and programs that serve the global sleep and respiratory markets. Focusing on emerging market needs, the Company is committed to providing valued solutions to help improve outcomes for patients, clinicians and healthcare providers. Respironics markets its products in over 125 countries and employs more than 2,900 associates worldwide. Further information can be found on the Company's Web site: http://www.respironics.com/.

This document contains forward-looking statements, including statements relating to, among other things, developments in the healthcare industry, third-party reimbursement policies and practices, effectiveness of programs, future sales and acceptance of the Company's products and Power Programs(TM), new product development, anticipated cost savings and regulatory requirements, regulatory enforcement actions, anticipated results from acquisitions, acceptance of acquisition offers, foreign operations, growth rates of foreign markets, and anticipated levels of earnings and revenues, all of which are subject to change. Actual results may differ materially from those described in any forward-looking statements. Additional information on potential factors that could affect the Company's financial results are included in the reports filed with the SEC, including the reports on Form 10- K, 10-Q and 8-K.

Respironics, Inc.

CONTACT: Dan Bevevino, Vice President & CFO, +1-724-387-5235, orMaryellen Bizzack, Director, Marketing & Comm., +1-724-387-5006, both ofRespironics, Inc.; or Julie Tu of Financial Relations Board, +1-212-445-8456,for Respironics, Inc.



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