SC 14D9/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14D-9/A

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

DATASCOPE CORP.

(Name of Subject Company)

DATASCOPE CORP.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Classes of Securities)

238113104

(CUSIP Number of Classes of Securities)

Henry Scaramelli
Chief Financial Officer
Datascope Corp.
14 Philips Parkway
Montvale, NJ 07645
(201) 391-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person(s) Filing)

Copy to:

Martin Nussbaum, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed on September 30, 2008 with the Securities and Exchange Commission, as amended (the “Schedule 14D-9”), by Datascope Corp., a Delaware corporation (“Datascope”), relating to the offer by DaVinci Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly-owned indirect subsidiary of Getinge AB, a Swedish aktiebolag (“Parent”) to purchase all of the outstanding shares of Common Stock at a purchase price of $53.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes (or such other amount per share as may be paid pursuant to the Offer) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 30, 2008 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

     Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

Item 8. Additional Information.

     The section titled “Antitrust” in Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following at the end of such section:

     On October 16, 2008, Datascope issued a press release announcing that Getinge AB has voluntarily withdrawn and re-filed its HSR Forms concerning the Offer. Getinge originally filed its application with the FTC on September 29, 2008, voluntarily withdrew its Application on October 14, 2008 and re-filed its application with the FTC on October 16, 2008. The new waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on October 31, 2008, unless this period is earlier terminated or extended by the issuance of a Request for Additional Information or a “second request” by the FTC. The press release issued by Datacope is attached as Exhibit (a)(5)(C) hereto and is incorporated herein by reference.

Item 9. Exhibits.

Item 9 is hereby amended and supplemented by adding the following exhibit thereto:

(a)(5)(C) Press Release issued by Datascope on October 16, 2008

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

By:	/s/ Henry M. Scaramelli
	Name:	Henry M. Scaramelli
	Title:	Vice President, Finance and Chief Financial Officer

Dated: October 20, 2008

EX-99.A.5.C

Exhibit (a)(5)(C)

PRESS RELEASE
For Information Contact:
Henry Scaramelli
Chief Financial Officer
Datascope Corp.
(201) 307-5435
www.datascope.com

FOR IMMEDIATE RELEASE:

Datascope Announces that Getinge AB Has Re-Filed Its HSR Act Application

MONTVALE, N.J., Oct. 16, 2008 — Datascope Corp. (Nasdaq:DSCP) today announced that Getinge AB has voluntarily withdrawn and re-filed its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) in connection with its announced $53.00 per share cash tender offer (the “Offer”) for all of the outstanding shares of Datascope.

The Offer is conditioned upon, among other things, the expiration or termination of the waiting period under the HSR Act. The HSR Act typically affords the U.S. Federal Trade Commission (“FTC”) 30 calendar days to review a proposed acquisition. When the first step of a proposed acquisition is a cash tender offer, however, the review period is shortened to 15 calendar days. Withdrawing and then re-filing its application provides the staff of the FTC with additional time to review the information submitted by Getinge and Datascope and gives Getinge and Datascope additional time to discuss the transaction with, and answer any additional questions raised by, the staff of the FTC.

Getinge originally filed its application with the FTC on September 29, 2008, voluntarily withdrew its Application on October 14, 2008 and re-filed its application with the FTC on October 16, 2008. The new waiting period under the HSR Act will expire at 11:59 p.m., New York City time, on October 31, 2008, unless this period is earlier terminated or extended by the issuance of a Request for Additional Information or a “second request” by the FTC. There can be no assurance that the FTC will not issue a “second request,” but Getinge and Datascope remain committed to working cooperatively with the FTC as it conducts its review of the proposed acquisition and remain confident of a successful close to the transaction.

About Datascope Corp.

Datascope Corp. is the global leader of intra-aortic balloon counterpulsation and a diversified medical device company that develops, manufactures and markets proprietary products for clinical health care markets in interventional cardiology, cardiovascular and vascular surgery and critical care. Datascope’s products are sold throughout the world through direct sales representatives and independent distributors. Founded in 1964, Datascope is headquartered in Montvale, New Jersey. For news releases, webcasts and other company information, please visit Datascope’s website, http://www.datascope.com.

Important Additional Information

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of common stock of Datascope will only be made pursuant to a tender offer statement on Schedule TO, an offer to purchase and related materials that Getinge and Datascope have filed with the Securities and Exchange Commission. Datascope stockholders should read these materials carefully prior to making any decisions with respect to the tender offer because they contain important information, including, without limitation, the terms and conditions of the tender offer. Datascope stockholders are able to obtain a copy of the tender offer statement, the offer to purchase and other filed documents related to the tender offer, free of charge, at the Securities and Exchange Commission’s website at http://www.sec.gov or from the information agent named in the tender offer materials.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent beliefs regarding future events. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. Forward-looking statements involve inherent risks and uncertainties. Information regarding these risks and uncertainties is included in public documents for Datascope filed with the Securities and Exchange Commission. Datascope does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

CONTACT: Datascope Corp.

Henry Scaramelli, Chief Financial Officer
(201) 307-5435
www.datascope.com

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