sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WoPkkYV//0tZ6N4tO5JKGN77x++TnJ/oC+S6lgiD5QsINLhD4vpsdnyiEQ0vEZeC DCQ9xSsNgtBBMFp9Eo24Sg== 0000921895-07-002510.txt : 20071102 0000921895-07-002510.hdr.sgml : 20071102 20071102091600 ACCESSION NUMBER: 0000921895-07-002510 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 071208756 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457900 MAIL ADDRESS: STREET 1: 666 THIRD AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 PRRN14A 1 prrn14a206297040_12202007.htm sec document

UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrant |_|

Filed by a Party other than the Registrant |X|

Check the appropriate box:

|X| Preliminary Proxy Statement

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

|_| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Under Rule 14a-12

DATASCOPE CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
RCG ENTERPRISE, LTD
RCG STARBOARD ADVISORS, LLC
RAMIUS CAPITAL GROUP, L.L.C.
C4S & CO., L.L.C.
PETER A. COHEN
MORGAN B. STARK
JEFFREY M. SOLOMON
THOMAS W. STRAUSS
DAVID DANTZKER, M.D.
WILLIAM J. FOX
MARK R. MITCHELL
PETER A. FELD
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

|_| Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------

|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.

-2-

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED NOVEMBER 1, 2007

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

November 2, 2007

Dear Fellow Stockholder:

Starboard Value and Opportunity Master Fund Ltd. ("Starboard") and the
other participants in this solicitation (collectively, the "Ramius Group") are
the beneficial owners of an aggregate of 493,517 shares of common stock of
Datascope Corp. (the "Company"), representing approximately 3.2% of the
outstanding shares of common stock of the Company. For the reasons set forth in
the attached Proxy Statement, the Ramius Group does not believe that the Board
of Directors of the Company is acting in the best interests of its stockholders.
The Ramius Group is therefore seeking your support at the annual meeting of
stockholders scheduled to be held at 11:00 a.m., local time, on December 20,
2007, at the Company's offices located at 800 MacArthur Boulevard, Mahwah, New
Jersey 07430.

To elect Starboard's slate of two nominees to the Board of Directors to
serve as Class I directors to hold office until the 2010 annual meeting of
stockholders and until the election and qualification of their respective
successors.

The Ramius Group urges you to carefully consider the information contained
in the attached Proxy Statement and then support its efforts by signing, dating
and returning the enclosed WHITE proxy card today. The attached Proxy Statement
and the enclosed WHITE proxy card are first being furnished to the stockholders
on or about November 5, 2007.

We are not seeking control of the Board of Directors. However, we hope
that this election contest will send a strong message to the remaining incumbent
directors that stockholders are not satisfied with the Company's corporate
governance and management.

If you have already voted for the incumbent management slate, you have
every right to change your vote by signing, dating and returning a later dated
proxy.

If you have any questions or require any assistance with your vote, please
contact Innisfree M&A Incorporated, which is assisting us, at their address and
toll-free numbers listed on the following page.

Thank you for your support.

Mark R. Mitchell
Starboard Value and Opportunity Master
Fund Ltd.

- --------------------------------------------------------------------------------

IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR WHITE PROXY CARD,
OR NEED ADDITIONAL COPIES OF STARBOARD'S PROXY MATERIALS, PLEASE CALL
INNISFREE M&A INCORPORATED AT THE PHONE NUMBERS LISTED BELOW.

- --------------------------------------------------------------------------------

INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
STOCKHOLDERS CALL TOLL-FREE AT: (888) 750-5834
BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833

2007 ANNUAL MEETING OF STOCKHOLDERS
OF
DATASCOPE CORP.

-------------------------

PROXY STATEMENT
OF
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

-------------------------

PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY

Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands
exempted company ("Starboard"), Parche, LLC, a Delaware limited liability
company ("Parche"), RCG Enterprise, Ltd, a Cayman Islands exempted company ("RCG
Enterprise"), RCG Starboard Advisors, LLC, a Delaware limited liability company
("RCG Starboard Advisors"), Ramius Capital Group, L.L.C., a Delaware limited
liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware limited
liability company ("C4S"), Peter A. Cohen ("Mr. Cohen"), Morgan B. Stark ("Mr.
Stark"), Thomas W. Strauss ("Mr. Strauss"), Jeffrey M. Solomon ("Mr. Solomon"),
David Dantzker, M.D. ("Dr. Dantzker") and William J. Fox ("Mr. Fox")
(collectively, the "Ramius Group") are significant stockholders of Datascope
Corp., a Delaware corporation ("Datascope" or the "Company"). The members of the
Ramius Group, as well as Mark R. Mitchell ("Mr. Mitchell") and Peter A. Feld
("Mr. Feld"), are participants in this solicitation. Mr. Mitchell is a Partner
of Ramius Capital and Mr. Feld is a Director of Ramius Capital. The Ramius Group
does not believe that the Board of Directors of the Company (the "Board") is
acting in the best interests of its stockholders. The Ramius Group is therefore
seeking your support at the annual meeting of stockholders scheduled to be held
at 11:00 a.m., local time, on December 20, 2007, at the Company's offices
located at 800 MacArthur Boulevard, Mahwah, New Jersey 07430, including any
adjournments or postponements thereof and any meeting which may be called in
lieu thereof (the "Annual Meeting"), for the election of Starboard's director
nominees, David Dantzker, M.D. and William J. Fox (the "Ramius Nominees"), to
serve as Class I directors of the Company to hold office until the 2010 annual
meeting of stockholders and until the election and qualification of their
respective successors.

As of the close of business on November 1, 2007, the members of the Ramius
Group were the beneficial owners of an aggregate of 493,517 shares of common
stock of the Company, par value $0.01 per share (the "Shares"), which currently
represent approximately 3.2% of the issued and outstanding Shares, all of which
are entitled to be voted at the Annual Meeting. The approximate date of mailing
of this Proxy Statement is November 5, 2007.

Datascope has set the record date for determining stockholders entitled to
notice of and to vote at the Annual Meeting as October 24, 2007 (the "Record
Date"). The mailing address of the principal executive offices of Datascope is
14 Philips Parkway, Montvale, New Jersey 07645. Stockholders of record at the
close of business on the Record Date will be entitled to vote at the Annual
Meeting. According to the Company, as of the Record Date, there were 15,416,994
Shares outstanding and entitled to vote at the Annual Meeting. The participants
in this solicitation intend to vote all of their Shares FOR the election of the
Ramius Nominees.

THIS SOLICITATION IS BEING MADE BY THE RAMIUS GROUP AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. THE RAMIUS GROUP IS NOT AWARE
OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER
MATTERS, WHICH THE RAMIUS GROUP IS NOT AWARE OF A REASONABLE TIME BEFORE THIS

SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED WHITE PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

THE RAMIUS GROUP URGES YOU TO SIGN, DATE AND RETURN THE WHITE PROXY CARD IN
FAVOR OF THE ELECTION OF ITS NOMINEES.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY DATASCOPE MANAGEMENT TO
DATASCOPE, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE RAMIUS
NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR
A LATER DATED PROXY FOR THE ANNUAL MEETING TO THE RAMIUS GROUP, C/O INNISFREE
M&A INCORPORATED WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF
DATASCOPE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

-2-

IMPORTANT

YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES YOU OWN. THE RAMIUS GROUP
URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY TO VOTE
FOR THE ELECTION OF THE RAMIUS NOMINEES.

o If your Shares are registered in your own name, please sign and date
the enclosed WHITE proxy card and return it to the Ramius Group, c/o
Innisfree M&A Incorporated in the enclosed envelope today.

o If your Shares are held in a brokerage account or bank, you are
considered the beneficial owner of the Shares, and these proxy
materials, together with a WHITE voting form, are being forwarded to
you by your broker or bank. As a beneficial owner, you must instruct
your broker, trustee or other representative how to vote. Your
broker cannot vote your Shares on your behalf without your
instructions.

o Depending upon your broker or custodian, you may be able to vote
either by toll-free telephone or by the Internet. Please refer to
the enclosed voting form for instructions on how to vote
electronically. You may also vote by signing, dating and returning
the enclosed voting form.

Since only your latest dated proxy card will count, we urge you not to
return any proxy card you receive from the Company. Even if you return the
management proxy card marked "withhold" as a protest against the incumbent
directors, it will revoke any proxy card you may have previously sent to the
Ramius Group. Remember, you can vote for our two nominees only on our WHITE
proxy card. So please make certain that the latest dated proxy card you return
is the WHITE proxy card.

If you have any questions regarding your proxy,
or need assistance in voting your Shares, please call:

INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
STOCKHOLDERS CALL TOLL-FREE AT: (888) 750-5834
BANKS AND BROKERS CALL COLLECT AT: (212) 750-5833

-3-

REASONS FOR THE SOLICITATION

The Ramius Group owns in the aggregate a total of 493,517 Shares,
representing approximately 3.2% of the issued and outstanding common stock of
the Company. We believe the election of the Ramius Nominees represents the best
means for Datascope's stockholders to maximize the value of their Shares. We
believe that unlocking the long-term value of the Company begins with increased
Board oversight. We believe better leadership and oversight by the Board will
lead to greater stability within the Company's management and help reverse the
Company's disappointing track record in the area of corporate governance.

WE ARE CONCERNED ABOUT THE RECENT RESIGNATIONS OF FIVE OF THE COMPANY'S KEY
EMPLOYEES IN THE WAKE OF INVESTIGATIONS RELATING TO ALLEGATIONS OF CERTAIN
ETHICAL VIOLATIONS BY COMPANY INSIDERS.

As stockholders we are deeply concerned by the exodus in recent months of
five key executives, including the Chief Information Officer, the Vice President
of Business Development, a Corporate Vice-President and President of Cardiac
Assist, the Chief Financial Officer and the Corporate Counsel, and the potential
long-term effects such departures may have on the Company. These executives
tendered their resignations in the wake of investigations into alleged ethical
violations involving the Company's Chairman and CEO, including, according to
Forms 8-K filed by the Company, irregularities in expense reports, involvement
in unspecified "sweet heart" deals, the personal payment of dividends, the
misuse of corporate counsel in concealing the alleged ethical violations,
irregular transactions with distributors involving a senior executive and
improper medical coverage provided for the son of the Company's Chairman and
CEO. We do not believe that it is a coincidence that certain of the executives
who resigned were members of the internal committees that conducted the initial
investigations which found evidence that the ethical matters in question were
indicative of overrides of controls.

While we are not currently challenging the results of the investigations,
we believe the manner in which the investigations were handled and the
resignations that ensued are symptomatic of questionable management practices
and poor corporate governance. Such practices, we feel, have the potential to
lead to long-term erosion of stockholder value.

WE WISH TO PROVIDE STOCKHOLDERS WITH THE OPPORTUNITY TO ELECT NEW DIRECTORS
TO THE BOARD WHO ARE TRULY INDEPENDENT AND WHO, IF ELECTED, WILL WORK TO
IMPROVE BOARD OVERSIGHT.

The Ramius Group has nominated two highly qualified nominees, each of
whom, if elected, will exercise his independent judgment in accordance with his
fiduciary duties as a director in all matters that come before the Board. The
Ramius Nominees are independent of the Company in accordance with SEC and Nasdaq
Stock Market rules on board independence and would seek to maximize value for
all stockholders. If elected, subject to their fiduciary duties as directors,
the Ramius Nominees would have the ability to work with the other members of the
Board to take those steps that they deem are necessary or advisable to unlock
the Company's intrinsic value and generate long-term value at the Company.

The Ramius Nominees, if elected, will represent a minority of the Board
and will, subject to their fiduciary duties as directors, work with the other
members of the Board to take those steps that they deem are necessary to improve
corporate governance and maximize stockholder value. Although the Ramius

-4-

Nominees will not be able to adopt any measures without the support of at least
some members of the current Board, we believe that the election of the Ramius
Nominees will send a strong message to the Board that stockholders believe in
the long-term value of the Company and that the path to maximizing value is
through increased Board oversight, higher standards of corporate governance and
proper management accountability.

DATASCOPE HAS MAINTAINED SUB-STANDARD CORPORATE GOVERNANCE PRACTICES.

The Ramius Group believes that Datascope has maintained poor corporate
governance practices that inhibit the accountability of management and
directors. Examples of what we believe to be the sub-standard corporate
governance practices of Datascope include:

o The consolidation of power in combining the position of Chairman and
Chief Executive Officer;

o Maintaining of numerous anti-takeover defenses including a shareholder
rights plan or "poison pill" and the ability to issue "blank check"
preferred stock;

o The ability of the Board to add directors without stockholder approval;
and

o The requirement that special meetings of stockholders may only be
called by the stockholders to the extent they hold 50.1% of the
outstanding voting shares.

Such measures, we believe, serve no reasonable purpose other than to allow
for the entrenchment of directors and demonstrate a disregard for the interests
of stockholders. Furthermore, we question how a Chairman who also serves as CEO
can exercise independent judgment and perform his Board duties with due care and
loyalty. We also question the necessity of the rights plan or "poison pill"
adopted by the Board in 1991, which, in our opinion, also serves no other
purpose than to entrench the Board and management.

Governance provisions such as these are contrary to the guidelines for
corporate governance best practices issued by leading advocates of stockholder
democracy, such as Institutional Shareholder Services (ISS) and Glass, Lewis &
Co. What these provisions do provide, in our opinion, is insulation to the
incumbent Board and few avenues for change to stockholders dissatisfied with the
status quo. If elected, the Ramius Nominees will use their best efforts to cause
the Board to terminate the poison pill and implement corporate governance reform
while exploring all potential alternatives to maximize shareholder value.

In the event that the Board attempts to use new bylaws or amended bylaws
to prevent the stockholders, including the Ramius Group, from accomplishing the
objectives described in this Proxy Statement, the Ramius Nominees, if elected,
will seek to work with the other Board members to repeal any new or amended
bylaws having such an effect, to the extent that the Ramius Nominees determine
that such new or amended bylaws are not aligned with the stockholders' best
interests.

The following is a chronology of events leading up to this proxy
solicitation:

o On September 24, 2007, certain representatives of Ramius Capital
participated in a conference call with the Company's Chief Financial
Officer, Henry "Hank" Scaramelli. The purpose of the call was to gain a
better understanding of the Company's overall strategy, its business

-5-

segments and the end markets that it serves. At the conclusion of the
conference call, the Ramius Capital representatives requested that Mr.
Scaramelli assist in scheduling an in-person meeting for the Ramius
Capital representatives with Mr. Lawrence Saper, the Company's Chairman
and CEO, at the Company's corporate headquarters.

o On October 4, 2007, certain representatives of Ramius Capital were
scheduled to meet with Mr. Saper at the Company's headquarters. The
Company canceled the meeting and informed the Ramius Capital
representatives that the Company was in a "quiet period." The meeting
has been rescheduled for November 13, 2007.

o On October 12, 2007, Starboard delivered a letter to the Corporate
Secretary of the Company in accordance with the Company's advance
notice bylaw provision, nominating Dr. Dantzker and Mr. Fox as nominees
for election to the Board at the Annual Meeting.

o On October 15, 2007, certain representatives of Ramius Capital and its
counsel had a conference call with Mr. Saper and the Company's counsel
to discuss certain matters relating to the Company, including Board
representation.

o On October 15, 2007, counsel to the Ramius Group sent a letter to
Datascope's outside counsel (the "October 15th letter"). The letter
stated that Starboard and the Ramius Nominees are fully prepared to
meet with the members of the Company's Nomination and Corporate
Governance Committee (the "Committee") to facilitate the Committee's
consideration of the Ramius Nominees for recommendation for election at
the 2007 Annual Meeting.

o On October 23, 2007, counsel to the Ramius Group received a response to
the October 15th Letter from Datascope's outside counsel on behalf of
the Board's Nominating and Governance Committee.

o On October 29, 2007, Starboard delivered a letter to Datascope
requesting, pursuant to Section 220 of the Delaware General Corporation
Law, a complete list of Datascope's stockholders and other corporate
records in order to allow Starboard to communicate with Datascope's
stockholders in connection with the election of directors to be
submitted to a vote of the stockholders at the Annual Meeting, and any
other matters as may properly come before the Annual Meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Ramius Group is seeking your support at the Annual Meeting to elect
the Ramius Nominees in opposition to Datascope's director nominees. The Board is
currently composed of 7 directors divided into three classes, Class I, Class II
and Class III. The Ramius Group believes the two Class I directors' terms expire
at the Annual Meeting. We are seeking your support at the Annual Meeting to
elect the Ramius Nominees in opposition to the two Datascope Class I director
nominees. Your vote to elect the Ramius Nominees will have the legal effect of
replacing two incumbent directors of Datascope with the Ramius Nominees. If
elected, the Ramius Nominees will represent a minority of the members of the
Board.

THE RAMIUS NOMINEES

Set forth below are the name, age, business address, present principal
occupation, and employment and material occupations, positions, offices, or
employments for the past five years of each of the Ramius Nominees. This
information has been furnished to the Ramius Group by the Ramius Nominees. The
Ramius Nominees are both citizens of the United States of America. The Ramius
Nominees have been nominated by Starboard in accordance with the Company's
advance notice bylaw provision.

-6-

DAVID DANTZKER, M.D. (AGE 64) is a general partner at Wheatley MedTech
Partners, L.P., a New York-based venture capital firm, a position he has held
since January 2001. Prior to serving with Wheatley MedTech Partners, L.P., Dr.
Dantzker served as Chief Executive Officer of Redox Pharmaceuticals Corporation
from November 2000 until October 2001. Dr. Dantzker served as President of Long
Island Jewish Medical Center from July 1993 to October 1997 and President of
North Shore--LIJ Health System from October 1997 until May 2000. Dr. Dantzker is
currently chairman of the board of directors of Versamed, Inc., a private
medical supply company and Oligomerix, a private biopharmaceutical company. He
is also a director of Visionsense, Ltd., a private high-end medical technology
company, Advanced Biohealing Inc., a private specialty biotechnology company and
Nuero-Hitech, Inc. (NASD: NHPI), an early stage pharmaceutical company engaged
in the acquisition and development of therapies for Alzheimer's disease and
other degenerative neurological disorders. Dr. Dantzker has also served on the
faculty and in leadership positions of four major research-oriented medical
schools, has authored or co-authored 130 research papers and five textbooks and
is an internationally recognized expert in the area of pulmonary medicine and
critical care. The principal business address of Dr. Dantzker is c/o Wheatley
Partners, L.P., 80 Cuttermill Road, Great Neck, New York 11021. As of the date
hereof, Dr. Dantzker does not directly own any securities of Datascope nor has
he made any purchases or sales of any securities of Datascope during the past
two years. Dr. Dantzker, as a member of the Ramius Group, is deemed to be the
beneficial owner of all the Shares owned by members of the Ramius Group. For
information regarding purchases and sales during the past two years by the
members of the Ramius Group of securities of Datascope that are deemed to be
beneficially owned by Dr. Dantzker, see Schedule I.

WILLIAM J. FOX (AGE 51) is a business advisor and strategy consultant.
From September 2004 until September 2007, Mr. Fox served as a director of
Nephros, Inc. (AMEX: NEP), a medical device company. Mr. Fox served as the
Executive Chairman of the Board of Nephros, Inc. from August 2006 until
September 2007. From October 2004 until May 2006, Mr. Fox was Vice Chairman of
Barington Capital and several of its affiliates, a group of equity investment
funds. Until December 2006, Mr. Fox had been a member of the Barington Advisory
Board since the founding of the Barington Funds in 1999. From October 2004 until
May 2006, Mr. Fox served as President, Chief Executive Officer and a director of
LQ Corporation (formerly OTCBB: LQCI, now merged into Sielox, Inc.), a marketer
of commercial and government security solutions, and from December 2004 until
May 2006, Mr. Fox served as President, Chief Executive Officer and a director of
Dynabazaar Inc. (OTCBB: FAIM), now Sielox, Inc. (OTCBB: SLXN.OB) which was
formerly engaged in online auctions of surplus assets. From November 2005 until
May 2006, Mr. Fox also served as a member of the Executive Committee of
Register.com (Cayman) L.P., a provider of domain name registration and Internet
services. From February 1999 until October 2004, Mr. Fox served as Chairman,
President, Chief Executive Officer and a director of AKI, Inc. ("AKI"), a
marketing and interactive advertising company, and during that time, Mr. Fox
also served as President, Chief Executive Officer and a director of AKI Holding
Corp., the parent of AKI. Prior to joining AKI, Mr. Fox served as
President-Strategic & Corporate Development of Revlon Worldwide, Inc., Chief
Executive Officer of Revlon Technologies, Inc., Senior Executive Vice President
of Revlon Inc. and Senior Vice President of MacAndrews & Forbes Holdings
Inc. ("MacAndrews"). Mr. Fox joined MacAndrews in 1983 and held various senior
executive positions in MacAndrews and in several of its subsidiaries and
affiliates, including Revlon, Inc., Brooks Drugs, The Coleman Company, First
Gibraltar Bank Holdings, Wilbur Chocolate, New World Entertainment and

-7-

Technicolor Inc. Mr. Fox has also served as a director of several public
companies, including Loehmann's Holding Inc. (formerly NASD: LHMS) where he was
Co-Chairman of the Board (October 2000 through October 2004), MM Companies Inc.
(now George Foreman Enterprises Inc.) (2003-2004), Revlon, Inc. (NYSE: REV)
(1996-1999) and The Hain Food Group where he was Vice Chairman of the Board
(NASD: HAIN) (1996-1999). Mr. Fox received a B.B.A. (magna cum laude) in Public
Accounting from Pace University Lubin School and an M.B.A. (with distinction) in
Public Accounting from Pace University Graduate School. Mr. Fox is also a
Certified Public Accountant. The principal business address of Mr. Fox is P.O.
Box 893, Alpine, New Jersey 07620. As of the date hereof, Mr. Fox does not
directly own any securities of Datascope nor has he made any purchases or sales
of any securities of Datascope during the past two years. Mr. Fox, as a member
of the Ramius Group, is deemed to be the beneficial owner of all the Shares
owned by members of the Ramius Group. For information regarding purchases and
sales during the past two years by the members of the Ramius Group of securities
of Datascope that are deemed to be beneficially owned by Mr. Fox, see Schedule
I.

RCG Starboard Advisors, an affiliate of Ramius Capital, and the Ramius
Nominees, have entered into compensation letter agreements (the "Compensation
Letter Agreements") regarding compensation to be paid to the Ramius Nominees for
their agreement to be named and to serve as Ramius Nominees and for their
services as a director of Datascope, if elected. Pursuant to the terms of the
Compensation Letter Agreements, RCG Starboard Advisors has agreed to pay each of
the Ramius Nominees $5,000 as a result of the submission by Starboard of its
nomination of the Ramius Nominees to Datascope. Upon the Ramius Group's filing
of a definitive proxy statement with the SEC relating to a solicitation of
proxies in favor of the Ramius Nominees' election as directors at the Annual
Meeting, RCG Starboard Advisors has agreed to allow the Ramius Nominees each to
receive a profit participation with respect to the profit, if any, actually
realized on the sale by RCG Starboard Advisors or its affiliates, as the case
may be, of the last $20,000 worth of Shares (the "Participation Shares")
beneficially owned by either RCG Starboard Advisors or its affiliates, as the
case may be, to a third party unaffiliated with any member of the Ramius Group.
Pursuant to the terms of the Compensation Letter Agreements, each of the Ramius
Nominees will be entitled to receive a cash payment equal to the amount, if any,
by which the proceeds received by RCG Starboard Advisors or its affiliates, as
the case may be, from the sale of the Participation Shares exceeds $20,000 in
the aggregate.

Ramius Capital and certain of its affiliates, have signed or intend to
sign a letter agreement pursuant to which they agree to indemnify the Ramius
Nominees against claims arising from the solicitation of proxies from
Datascope's stockholders in connection with the Annual Meeting and any related
transactions. Other than as stated herein, there are no arrangements or
understandings between members of the Ramius Group and any of the Ramius
Nominees or any other person or persons pursuant to which the nomination of the
Ramius Nominees described herein is to be made, other than the consent by each
of the Ramius Nominees to be named in this Proxy Statement and to serve as a
director of Datascope if elected as such at the Annual Meeting. None of the
Ramius Nominees are a party adverse to Datascope or any of its subsidiaries or
has a material interest adverse to Datascope or any of its subsidiaries in any
material pending legal proceedings.

The Ramius Group does not expect that the Ramius Nominees will be unable
to stand for election, but, in the event that such persons are unable to serve
or for good cause will not serve, the Shares represented by the enclosed WHITE

-8-

proxy card will be voted for substitute nominees. In addition, Starboard
reserves the right to nominate substitute persons if Datascope makes or
announces any changes to its Bylaws or takes or announces any other action that
has, or if consummated would have, the effect of disqualifying the Ramius
Nominees. In any such case, Shares represented by the enclosed WHITE proxy card
will be voted for such substitute nominees. Starboard reserves the right to
nominate additional persons if Datascope increases the size of the Board above
its existing size or increases the number of directors whose terms expire at the
Annual Meeting. Additional nominations made pursuant to the preceding sentence
are without prejudice to the position of Starboard that any attempt to increase
the size of the current Board or to reconstitute or reconfigure the classes on
which the current directors serve constitutes an unlawful manipulation of the
Company's corporate machinery.

YOU ARE URGED TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES ON THE ENCLOSED
WHITE PROXY CARD.

We are not aware of any other proposals to be brought before the Annual
Meeting. However, we intend to bring before the Annual Meeting such business as
may be appropriate, including without limitation nominating additional persons
for directorships, or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting, the
persons named as proxies in the enclosed WHITE proxy card will vote on such
matters in their discretion.

-9-

VOTING AND PROXY PROCEDURES

Only stockholders of record on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Stockholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Stockholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, the Ramius Group believes that the only
outstanding class of securities of Datascope entitled to vote at the Annual
Meeting is the Shares.

Shares represented by properly executed WHITE proxy cards will be voted at
the Annual Meeting as marked and, in the absence of specific instructions, will
be voted FOR the election of the Ramius Nominees to the Board and in the
discretion of the persons named as proxies on all other matters as may properly
come before the Annual Meeting.

You are being asked to elect the Ramius Nominees. The enclosed WHITE proxy
card may only be voted for the Ramius Nominees and does not confer voting power
with respect to the Company's nominees. Accordingly, you will not have the
opportunity to vote for any of Datascope's nominees. You can only vote for
Datascope's nominees by signing and returning a proxy card provided by
Datascope. Stockholders should refer to the Company's proxy statement for the
names, backgrounds, qualifications and other information concerning the
Company's nominees. The participants in this solicitation intend to vote all of
their Shares in favor of the Ramius Nominees.

QUORUM

A majority of the outstanding Shares represented at the Annual Meeting in
person or by proxy will constitute a quorum for the transaction of business.

VOTES REQUIRED FOR APPROVAL

VOTE REQUIRED FOR THE ELECTION OF DIRECTORS. A plurality of the votes of
Shares present in person or represented by proxy at the Annual Meeting is
required to elect the nominees for director. This means that the two nominees
receiving the highest number of "FOR" votes will be elected. Abstentions and
broker non- votes are counted for purposes of determining the presence or
absence of a quorum for the transaction of business; however, unreturned proxies
are not counted for purposes of determining the presence or absence of a quorum.
Each Share entitles the holder thereof to one vote on all matters to come before
the Annual Meeting of Shareholders, including the election of directors. A
stockholder may cast votes for the Ramius Nominees either by so marking the
ballot at the Annual Meeting or by specific voting instructions sent with a
signed proxy to either the Ramius Group in care of Innisfree M&A Incorporated at
the address set forth on the back cover of this Proxy Statement or to Datascope
at 14 Philips Parkway, Montvale, New Jersey 07645, or any other address provided
by Datascope.

-10-

DISCRETIONARY VOTING

Shares held in "street name" and held of record by banks, brokers or
nominees may not be voted by such banks, brokers or nominees unless the
beneficial owners of such Shares provide them with instructions on how to vote.

REVOCATION OF PROXIES

Stockholders of Datascope may revoke their proxies at any time prior to
exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Ramius Group in care of Innisfree M&A Incorporated at the address set forth on
the back cover of this Proxy Statement or to Datascope at 14 Philips Parkway,
Montvale, New Jersey 07645, or any other address provided by Datascope. Although
a revocation is effective if delivered to Datascope, the Ramius Group requests
that either the original or photostatic copies of all revocations be mailed to
the Ramius Group in care of Innisfree M&A Incorporated at the address set forth
on the back cover of this Proxy Statement so that the Ramius Group will be aware
of all revocations and can more accurately determine if and when proxies have
been received from the holders of record on the Record Date and the number of
outstanding Shares represented thereby. Additionally, Innisfree M&A Incorporated
may use this information to contact stockholders who have revoked their proxies
in order to solicit later dated proxies for the election of the Ramius Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE RAMIUS NOMINEES TO THE BOARD, PLEASE
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made
by the Ramius Group. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.

Starboard has entered into an agreement with Innisfree M&A Incorporated
for solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $150,000,
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A Incorporated will
solicit proxies from individuals, brokers, banks, bank nominees and other
institutional holders. Starboard has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the Shares they hold of record. Starboard will
reimburse these record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that Innisfree M&A Incorporated will employ
approximately 65 persons to solicit Datascope's stockholders for the Annual
Meeting.

-11-

The entire expense of soliciting proxies is being borne by the Ramius
Group. Costs of this solicitation of proxies are currently estimated to be
approximately $250,000. The Ramius Group estimates that through the date hereof
its expenses in connection with this solicitation are approximately $50,000.

ADDITIONAL PARTICIPANT INFORMATION

The Ramius Nominees, the other members of the Ramius Group, Mr. Mitchell
and Mr. Feld are participants in this solicitation. The principal business of
each of Starboard and Parche is serving as a private investment fund. Each of
Starboard and Parche has been formed for the purpose of making equity
investments and, on occasion, taking an active role in the management of
portfolio companies in order to enhance stockholder value. The principal
business of RCG Starboard Advisors is acting as investment manager of Starboard
and managing member of Parche. The principal business of RCG Enterprise is
serving as a private investment fund. Parche is a subsidiary of RCG Enterprise.
Ramius Capital is engaged in money management and investment advisory services
for third parties and proprietary accounts and serves as the sole member of RCG
Starboard Advisors and as the investment manager of RCG Enterprise. C4S serves
as managing member of Ramius Capital. Mr. Cohen, Mr. Strauss, Mr. Stark and Mr.
Solomon serve as co-managing members of C4S. Mr. Mitchell serves as a Partner of
Ramius Capital. Mr. Feld serves as a Director of Ramius Capital.

The address of the principal office of each of Parche, RCG Starboard
Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Strauss, Mr. Solomon,
Mr. Mitchell and Mr. Feld is 666 Third Avenue, 26th Floor, New York, New York
10017. The address of the principal office of Starboard and RCG Enterprise is
c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay
Road, Grand Cayman, Cayman Islands, British West Indies.

As of the date hereof, Starboard beneficially owns 414,716 Shares and
Parche beneficially owns 78,801 Shares. As of the date hereof, RCG Starboard
Advisors (as the investment manager of Starboard and the managing member of
Parche) is deemed to be the beneficial owner of the 414,716 Shares owned by
Starboard and the 78,801 Shares owned by Parche. As of the date hereof, RCG
Enterprise (as the sole non-managing member of Parche and owner of all economic
interests therein) is deemed to be the beneficial owner of the 78,801 Shares
owned by Parche. As of the date hereof, Ramius Capital (as the sole member of
RCG Starboard Advisors), C4S (as the managing member of Ramius Capital) and Mr.
Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon (as the managing members of C4S)
are deemed to be the beneficial owners of the 414,716 Shares owned by Starboard
and the 78,801 Shares owned by Parche. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr.
Solomon share voting and dispositive power with respect to the Shares owned by
Starboard and Parche by virtue of their shared authority to vote and dispose of
such Shares. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial
ownership of such Shares except to the extent of their pecuniary interest
therein. The Ramius Nominees, Mr. Mitchell and Mr. Feld, as members of a "group"
for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, are each deemed to be a beneficial owner of the 414,716 Shares owned by
Starboard and the 78,801 Shares owned by Parche. The Ramius Nominees, Mr.
Mitchell and Mr. Feld each disclaim beneficial ownership of Shares that they do
not directly own.

For information regarding purchases and sales of securities of Datascope
during the past two years by members of the Ramius Group, including the Ramius
Nominees, Mr. Mitchell and Mr. Feld, see Schedule I.

The Ramius Group intends to seek reimbursement from Datascope of all
expenses it incurs in connection with the Solicitation. The Ramius Group does
not intend to submit the question of such reimbursement to a vote of security
holders of the Company.

-12-

Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no participant in this solicitation directly or indirectly
beneficially owns any securities of Datascope; (iii) no participant in this
solicitation owns any securities of Datascope which are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of Datascope during the past two years; (v) no part of the purchase
price or market value of the securities of Datascope owned by any participant in
this solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
Datascope, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of Datascope; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Datascope; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of Datascope's last fiscal year, or is a party
to any currently proposed transaction, or series of similar transactions, to
which Datascope or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (x) no participant in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by Datascope or its affiliates, or with respect
to any future transactions to which Datascope or any of its affiliates will or
may be a party; and (xi) no person, including the participants in this
solicitation, who is a party to an arrangement or understanding pursuant to
which the Ramius Nominees are proposed to be elected has a substantial interest,
direct or indirect, by security holdings or otherwise in any matter to be acted
on at the Annual Meeting.

OTHER MATTERS AND ADDITIONAL INFORMATION

The Ramius Group is unaware of any other matters to be considered at the
Annual Meeting. However, should other matters, which the Ramius Group is not
aware of a reasonable time before this solicitation, be brought before the
Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card
will vote on such matters in their discretion.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at Datascope's next
annual meeting of stockholders must be received by Datascope for inclusion in
its 2008 proxy statement and form of proxy on or prior to July 5, 2008.

In accordance with Datascope's bylaws, for a proposal to be properly
brought before the 2008 annual meeting of stockholders, the stockholder must
deliver written notice of the business the stockholder would like to present, or
the person or persons the stockholder would like to nominate as a director, to
the secretary of Datascope at its principal executive offices not less than 60
days nor more than 90 days prior to the anniversary date of the 2008 annual
meeting of stockholders. Therefore, any notice given by the stockholder pursuant
to these provisions of Datascope's bylaws must be received no earlier than
September 21, 2008 and no later than October 21, 2008, unless the date of the
2008 annual meeting of stockholders is more than 30 days before or after the
anniversary date, December 20, 2008. If the 2008 annual meeting of stockholders
is not held within 30 days before or after this year's meeting date, then notice
must be received by Datascope no later than the close of business on the 10th
day following the day on which notice of the date of the meeting or public
disclosure of the date of the meeting was given or made. Notices of intention to
present proposals at the 2008 annual meeting of stockholders should be addressed
to Secretary, Datascope Corp., 14 Philips Parkway, Montvale, New Jersey 07645.

-13-

The information set forth above regarding the procedures for submitting
stockholder proposals for consideration at Datascope's 2008 annual meeting of
stockholders is based on information contained in the company's proxy statement.
The incorporation of this information in this proxy statement should not be
construed as an admission by the Ramius Group that such procedures are legal,
valid or binding.

INCORPORATION BY REFERENCE

THE RAMIUS GROUP HAS OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE
REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN DATASCOPE'S PROXY
STATEMENT RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE IS EXPECTED TO
INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON DATASCOPE'S
CURRENT DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER
IMPORTANT INFORMATION. PLEASE NOTE THAT BECAUSE THE RAMIUS GROUP WAS NOT
INVOLVED IN THE PREPARATION OF DATASCOPE'S PROXY STATEMENT, THE RAMIUS GROUP
CANNOT REASONABLY CONFIRM THE ACCURACY OR COMPLETENESS OF CERTAIN INFORMATION
CONTAINED THEREIN. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO
BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY
THE DIRECTORS AND MANAGEMENT OF DATASCOPE.

The information concerning Datascope contained in this Proxy Statement and
the Schedules attached hereto has been taken from, or is based upon, publicly
available information.

THE RAMIUS GROUP

November 2, 2007

-14-

SCHEDULE I

TRANSACTIONS IN SECURITIES OF DATASCOPE
DURING THE PAST TWO YEARS

EXCEPT AS OTHERWISE SPECIFIED, ALL PURCHASES AND SALES WERE MADE IN THE
OPEN MARKET.

Shares of Common Stock Price Per Date of
Purchased /(Sold) Share($) Purchase / Sale
----------------- -------- ---------------

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
------------------------------------------------

1,000 34.6040 09/25/07
2,100 34.3700 09/26/07
8,812 34.1377 09/28/07
4,869 34.7164 10/01/07
16,716 35.6471 10/09/07
18,648 35.9736 10/10/07
10,920 35.6423 10/11/07
2,604 35.7155 10/12/07
15,456 35.7657 10/15/07
7,812 35.7495 10/16/07
207,648 35.7500 10/17/07
16,775 35.1959 10/17/07
407 35.0000 10/18/07
1,115 34.9642 10/18/07
11,378 35.0000 10/19/07
5,880 35.1400 10/22/07
6,632 34.9900 10/19/07
840 36.6600 10/23/07
30,830 35.6500 10/29/07
9,099 35.6882 10/31/07
35,175 35.4095 11/01/07

PARCHE, LLC
-----------

3,006* 36.0000 10/09/07
3,184 35.6471 10/09/07
3,552 35.9736 10/10/07
2,080 35.6423 10/11/07
496 35.7155 10/12/07
2,944 35.7657 10/15/07
1,488 35.7495 10/16/07
39,552 35.7500 10/17/07
3,195 35.1959 10/17/07
77 35.0000 10/18/07
212 34.9642 10/18/07
2,167 35.0000 10/19/07
1,120 35.1400 10/22/07
1,263 34.9900 10/19/07
160 36.6600 10/23/07
5,872 35.6500 10/29/07
1,733 35.6882 10/31/07
6,700 35.4095 11/01/07

- ----------------
* Shares were acquired in private transactions with various transferors for
which Ramius Capital Group, L.L.C. or an affiliate serves as the investment
manager, the managing member or the managing member of the investment manager.

I-1

RCG Enterprise, Ltd
-------------------
None

RCG Starboard Advisors, LLC
---------------------------
None

Ramius Caiptal Group, L.L.C.
----------------------------
None

C4S & Co., L.L.C.
-----------------
None

Peter A. Cohen
--------------
None

Morgan B. Stark
---------------
None

Jeffrey M. Solomon
------------------
None

Thomas W. Strauss
-----------------
None

David Dantzker, M.D.
--------------------
None

William J. Fox
--------------
None

Mark R. Mitchell
----------------
None

Peter A. Feld
-------------
None

I-2

SCHEDULE II

THE FOLLOWING TABLE CONTAINS INFORMATION FROM DATASCOPE'S PROXY STATEMENT
FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2007

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN STOCKHOLDERS

The following table provides information as to each person who is known to
the Company to be the beneficial owner of more than 5% of the Company's voting
securities and of the Company's directors and executive officers and all
directors and executive officers as a group as of October 1, 2007 (unless
otherwise indicated):

Amount & Nature of
Name and Address (1) (2) Beneficial Ownership (1) % of Class (3)
- ------------------------ ------------------------ --------------
Lawrence Saper 2,869,453 (4) 18.1%

AXA 1,206,152 (5) 7.9%
25 Avenue Matignon
75008 Paris, France

Private Capital Management, L.P. 1,026,076 (6) 6.7%
8889 Pelican Bay Blvd.
Suite 500
Naples, Florida 34108

Barclays Global Investors, NA (6) 981,984 (7) 6.4%
45 Fremont Street
San Francisco, CA 94105

Alan B. Abramson 24,454 (8) *

David Altschiller 17,310 (9) *

William L. Asmundson 49,907 (10) *

Robert O. Cathcart 54,690 (11) *

David A. Gibson 37,750 (12) *

Scott D. Kantor 0 *

Robert E. Klatell 15,000 (13) *

Antonino Laudani 70,400 (14) *

James J. Loughlin 11,000 (15) *

Henry M. Scaramelli 29,700 (16) *

William W. Wyman 6,954 (17) *

All executive officers and directors as a group 3,344,467 (18) 20.6%
(consisting of 16 individuals)

- ------------
* Less than one percent (1%)

(1) This table identifies persons having sole voting and investment power
with respect to the shares set forth opposite their names as of
October 1, 2007, except as otherwise disclosed in the footnotes,
according to information publicly filed or furnished to Datascope by
each of them.

II-1

(2) The address of each of the persons listed in the table is Datascope
Corp., 14 Philips Parkway, Montvale, New Jersey 07645, unless
otherwise noted.

(3) Shares beneficially owned, as recorded in this table, expressed as a
percentage of the outstanding Shares as of October 1, 2007. For the
purpose of calculating each person's beneficial ownership, any shares
issuable pursuant to options exercisable within 60 days of October 1,
2007 are deemed to be beneficially owned by, and outstanding with
respect to, such person. An option is considered to be exercisable
within 60 days of October 1, 2007 if the option has vested or will
vest within such period, even though by October 1, 2007 the threshold
price, which, depending on the option, may be a condition for
exercisability, may not have been reached.

(4) Includes (i) 33,153 shares owned by trusts created by Mr. Saper for
his children and (ii) 3,150 shares owned by Mr. Saper's wife. Also
includes an option owned by Mr. Saper to purchase 500,000 Shares,
which is currently exercisable. Also includes 2,000,000 Shares that
Mr. Saper contributed to a grantor retained annuity trust called the
Saper-A Investment Trust (the "Trust") on July 11, 2006. Mr. Saper is
entitled to a distribution of 709,089 Shares from the Trust as an
annuity payment as of July 10, 2007. Mr. Saper is the trustee of the
Trust.

(5) AXA is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940, as amended. AXA has shared investment
power with respect to 1,206,152 Shares, sole voting power with respect
to 722,825 Shares, shared voting power with respect to 11,925 Shares
and no voting power with respect to 471,402 Shares. The information
set forth herein was obtained from the Schedule 13F filed by AXA on
August 14, 2007.

(6) Private Capital Management, L.P. ("PCM") is an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940,
as amended. PCM has shared investment with respect to 1,026,076
Shares, sole voting power with respect to 41,500 Shares and shared
voting power with respect to 984,576 Shares. The information set forth
herein was obtained from the Schedule 13F filed by PCM on August 14,
2007.

(7) Barclays Global Investors, NA ("Barclays") is an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940,
as amended. Barclays has shared investment power with respect to
981,984 Shares, sole voting power with respect to 898,178 Shares and
no voting power with respect to 83,806 Shares. The information set
forth herein was obtained from the Schedule 13F filed by Barclays on
August 9, 2007.

(8) Consists of 22,500 shares which are issuable pursuant to currently
exercisable options and 1,954 shares of restricted stock issued on
January 1, 2007. The restricted shares vest on the one year
anniversary of the grant date.

(9) Includes 15,000 shares which are issuable pursuant to currently
exercisable options.

(10) Includes 27,500 shares which are issuable pursuant to currently
exercisable options and 5,000 shares owned by his wife.

(11) Includes 54,000 shares which are issuable pursuant to currently
exercisable options.

(12) Consists of 37,750 shares which are issuable pursuant to currently
exercisable options.

(13) Consists of 15,000 shares which are issuable pursuant to currently
exercisable options.

(14) Consists of 40,400 shares which are issuable pursuant to currently
exercisable options and 30,000 shares of restricted stock granted on
August 22, 2007. The restricted stock vests in 4 equal annual
installments of 25% on the anniversary of the grant date.

II-2

(15) Includes 10,000 shares which are issuable pursuant to currently
exercisable options.

(16) Consists of 19,700 shares which are issuable pursuant to currently
exercisable options and 10,000 shares of restricted stock granted on
August 22, 2007. The restricted stock vests in 4 equal annual
installments of 25% on the anniversary of the grant date.

(17) Consists of 5,000 shares which are issuable pursuant to currently
exercisable options and 1,954 shares of restricted stock issued on
January 1, 2007. The restricted shares vest on the one year
anniversary of the grant date.

(18) Includes 889,150 shares which are issuable pursuant to currently
exercisable options.

II-3

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give the Ramius Group your proxy FOR the election of the
Ramius Nominees by taking three steps:

o SIGNING the enclosed WHITE proxy card,

o DATING the enclosed WHITE proxy card, and

o MAILING the enclosed WHITE proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the WHITE proxy
card representing your Shares. The Ramius Group urges you to confirm in writing
your instructions to the Ramius Group in care of Innisfree M&A Incorporated at
the address provided below so that the Ramius Group will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.

If you have any questions or require any additional information concerning
this Proxy Statement, please contact Innisfree M&A Incorporated at the address
set forth below.

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free at: (888) 750-5834
Banks and Brokers Call Collect at: (212) 750-5833

PRELIMINARY COPY SUBJECT TO COMPLETION
DATED NOVEMBER 1, 2007

DATASCOPE CORP.

2007 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE RAMIUS GROUP

THE BOARD OF DIRECTORS OF DATASCOPE CORP.
IS NOT SOLICITING THIS PROXY

P R O X Y

The undersigned appoints Mark R. Mitchell and Peter A. Feld, and each of them,
attorneys and agents with full power of substitution to vote all shares of
common stock of Datascope Corp. ("Datascope" or the "Company") which the
undersigned would be entitled to vote if personally present at the 2007 Annual
Meeting of Stockholders of the Company scheduled to be held at 11:00 a.m., local
time, on December 20, 2007, at the Company's offices located at 800 MacArthur
Boulevard, Mahwah, New Jersey 07430, and including at any adjournments or
postponements thereof and at any meeting called in lieu thereof (the "Annual
Meeting").

The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of the Company held by
the undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of the herein named attorneys and proxies or their
substitutes with respect to any other matters as may properly come before the
Annual Meeting that are unknown to the Ramius Group a reasonable time before
this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1.

This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[X] PLEASE MARK VOTE AS IN THIS EXAMPLE

THE RAMIUS GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF
THE NOMINEES LISTED BELOW IN PROPOSAL NO.1

Proposal No. 1 - The Ramius Group's Proposal to Elect David Dantzker, M.D.
and William J. Fox as Class I Directors of the Company.

WITHHOLD FOR ALL
AUTHORITY TO EXCEPT
FOR ALL VOTE FOR ALL NOMINEE(S)
NOMINEES NOMINEES WRITTEN BELOW
Nominees: David Dantzker, M.D. [ ] [ ] [ ]
William J. Fox
--------------

DATED:
-----------------------------

- ------------------------------------
(Signature)

- ------------------------------------
(Signature, if held jointly)

- ------------------------------------
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.

-----END PRIVACY-ENHANCED MESSAGE-----