SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO/A
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 2

DATASCOPE CORP.

(Name of Subject Company (Issuer))

DAVINCI MERGER SUB, INC.

an indirect, wholly owned subsidiary of Getinge AB

and

GETINGE AB

(Names of Filing Person (Offerors))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

238113104

(CUSIP Number of Class of Securities)

Ulf Grunander, President
c/o Getinge AB, Ekebergsvagen 26, Getinge, Sweden SE-310 44
46 (0) 35 15 55 80

(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)

With copies to:
Steven L. Pottle, Esq.
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$896,405,642	$35,229

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation was calculated by multiplying the offer price of $53.00 per share by 16,913,314, the number of shares of Common Stock, par value $0.01 per share (“Shares”), of Datascope Corp. (“Datascope”) outstanding on a fully diluted basis as of September 12, 2008, as represented by Datascope in the Agreement and Plan of Merger among Datascope, Getinge AB and DaVinci Merger Sub, Inc., which Shares consist of (a) 15,911,514 Shares issued and outstanding and (b) 1,001,800 Shares subject to issuance upon exercise of outstanding options.

** The amount of the filing fee, calculated in accordance with Rule 0-11, equals $39.30 per million dollars of the transaction valuation.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $35,229	Filing Party: DaVinci Merger Sub, Inc. and Getinge AB
Form or Registration No.: Schedule TO	Date Filed: September 30, 2008

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 30, 2008 (as previously amended, the “Schedule TO”), relating to the offer by Getinge AB, a Swedish Aktiebolag (“Getinge”) and DaVinci Merger Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Getinge, to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Shares”), of Datascope Corp., a Delaware corporation (“Datascope”), together with the associated Rights (the “Rights”) issued pursuant to the Rights Agreement, dated May 22, 1991, as amended, by and between Datascope and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent, at a price per share equal to $53.00, net to the seller in cash, without interest and subject to any required withholding of taxes (such amount or any different amount per Share that 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 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). The Offer is made pursuant to the Agreement and Plan of Merger, dated as of September 15, 2008 (the “Merger Agreement”), by and among Purchaser, Getinge and Datascope.

     Except as otherwise indicated, the information set forth in the Schedule TO remains unchanged. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

ITEM 11. ADDITIONAL INFORMATION.

     The information set forth in the section of the Offer to Purchase entitled “Legal Matters; Required Regulatory Approvals” is hereby amended and supplemented by adding the following text as a new ninth (9^th) paragraph:

     “After consultations with staff of the FTC, Datascope and Getinge agreed that Purchaser should voluntarily withdraw its HSR Act notification filing and re-file such notification in order to facilitate the completion of the FTC’s review of the Offer and the Merger. Such withdrawal was completed October 14, 2008 and such re-filing was completed October 16, 2008. Accordingly, the waiting period under the HSR Act with respect to the Offer will expire at 11:59 p.m. New York City time on October 31, 2008, unless earlier terminated by the FTC or the Antitrust Division or Getinge receives a request for additional information or documentary material prior to that time.”

     On October 16, 2008, Datascope issued a press release regarding the withdrawal and re-filing of Purchaser’s Premerger Notification and Report Form, the full text of which is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated by reference herein.

ITEM 12. EXHIBITS.

     Item 12 of the Schedule TO is hereby amended and supplemented to include the following:

     “(a)(5)(D) Press Release issued by Datascope, dated October 16, 2008, announcing the withdrawal and re-filing of the Premerger Notification and Report Form.”

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.

Dated: October 20, 2008

DAVINCI MERGER SUB, INC.
By:	/s/ Ulf Grunander
Name:	ULF GRUNANDER
Title:	PRESIDENT
GETINGE AB
By:	/s/ Ulf Grunander
Name:	ULF GRUNANDER
Title:	CFO

EXHIBIT INDEX

(a)(5)(D) Press Release issued by Datascope, dated October 16, 2008, announcing the withdrawal and re-filing of the Premerger Notification and Report Form.

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

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

MONTVALE, N.J., Oct. 16, 2008 (GLOBE NEWSWIRE) — 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.

The Datascope Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3953

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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