-----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, IBc2/rHPjcu7zsTnqfL9h96h+PubDr8y+x8dILtnikSIvyL6f3f2TK27G0SIfLSI ShlBJLmS1/2XT13/cRGRGA== 0000950123-09-000200.txt : 20090107 0000950123-09-000200.hdr.sgml : 20090107 20090107140323 ACCESSION NUMBER: 0000950123-09-000200 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 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: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20834 FILM NUMBER: 09512613 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: 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: SC 14D9/A 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 SC 14D9/A 1 y73823sc14d9za.htm AMENDMENT NO. 8 TO SCHEDULE 14D-9 AMENDMENT NO. 8 TO SCHEDULE 14D-9
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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. 8)
 
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.

 


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Item 8. Additional Information
Item 9. Exhibits
SIGNATURE
EX-99.A.5.K: PRESS RELEASE


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     This Amendment No. 8 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, relating to the offer by DaVinci Merger Sub, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Getinge AB, a Swedish aktiebolag, 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), 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.
     Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end thereof:
     “On January 7, 2009, Parent issued a press release announcing that it has extended the Offer until 12:00 midnight, New York City time, at the end of January 13, 2009, unless further extended in accordance with the terms of the Offer to Purchase. All other terms and conditions of the Offer remain unchanged. The Offer had been previously scheduled to expire at 12:00 midnight, New York City time, on January 6, 2009. According to Parent’s press release, as of the close of business on January 6, 2009, approximately 14,770,365 shares of Common Stock, representing approximately 93% of the total outstanding shares of Common Stock, had been validly tendered and not withdrawn in the Offer. A copy of the press release issued by Parent is attached as Exhibit (a)(5)(K) 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)(K) Press Release issued by Parent, dated January 7, 2009

 


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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: January 7, 2009

 

EX-99.A.5.K 2 y73823exv99waw5wk.htm EX-99.A.5.K: PRESS RELEASE EX-99.A.5.K
Exhibit (a)(5)(K)
January 7, 2009
Getinge AB Extends Tender Offer
Getinge AB (STO: GETIB) (“Getinge”) today announced that it will extend its previously announced $53.00 per share cash tender offer (the “Offer”) for all of the outstanding shares of Datascope Corp. (NASDAQ: DSCP) (“Datascope”) until 12:00 midnight, New York City time, at the end of January 13, 2009, as such time may be extended. All other terms and conditions of the Offer remain unchanged.
As of the close of business on January 6, 2009, approximately 14,770,365 shares of Datascope common stock, representing approximately 93% of the total outstanding shares of Datascope common stock, had been validly tendered and not withdrawn in the Offer.
Notes for Editors
Getinge is a leading global provider of equipment and systems that contribute to quality enhancement and cost efficiency within healthcare and life sciences. Equipment, service and technologies are supplied under the brands ArjoHuntleigh for patient handling and hygiene, disinfection, DVT prevention, medical beds, therapeutic surfaces and diagnostics, GETINGE for infection control and prevention within healthcare and life science and MAQUET for surgical workplaces, cardiopulmonary and critical care. For news releases, webcasts and other information about Getinge, please visit Getinge’s website, http://www.getingegroup.com.
Datascope 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. The Company’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 information about Datascope, please visit Datascope’s website, http://www.datascope.com.

 

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