-----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, TmYWHQbLENOdRh/tr5tigEBcrTA6b1XNraYvY3TwYCUcwB0z9HtothBknepGzYk1 Cv79JkcOeIbPJxdhkYDd2Q== 0000950144-09-000232.txt : 20090114 0000950144-09-000232.hdr.sgml : 20090114 20090114114550 ACCESSION NUMBER: 0000950144-09-000232 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090114 DATE AS OF CHANGE: 20090114 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20834 FILM NUMBER: 09525553 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: DaVinci Merger Sub, Inc. CENTRAL INDEX KEY: 0001445228 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O GETINGE AB STREET 2: EKEBERGSVAGEN 26 CITY: GETINGE STATE: V7 ZIP: SE-310 44 BUSINESS PHONE: 46 (0) 35 15 55 80 MAIL ADDRESS: STREET 1: C/O GETINGE AB STREET 2: EKEBERGSVAGEN 26 CITY: GETINGE STATE: V7 ZIP: SE-310 44 SC TO-T/A 1 g17285sctovtza.htm SC TO-T/A 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. 10
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:
Form or Registration No.:
  $35,229
Schedule TO
  Filing Party:
Date Filed:
  DaVinci Merger Sub, Inc. and Getinge AB
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. 10 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.
ITEMS 1, 4, 8 AND 11.
     Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following:
     “On January 14, 2009, Getinge announced that it had extended the Offer, upon the terms and conditions set forth in the Offer to Purchase, until 12:00 midnight, New York City time, at the end of January 21, 2009. The Offer had been previously scheduled to expire at 12:00 midnight, New York City time, at the end of Tuesday, January 13, 2009. The Depositary has advised Getinge and Purchaser that, as of 5:00 p.m., New York City time, on January 13, 2009, an aggregate of approximately 15,007,487 Shares, representing approximately 93% of the total outstanding Shares, had been validly tendered and not withdrawn in the Offer. The Offer continues to be conditioned upon the other conditions described in Section 14—“Conditions to the Offer” of the Offer.”
     On January 14, 2009, Getinge issued a press release regarding the extension of the Offer, the full text of which is filed as Exhibit (a)(5)(M) 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)(M) Press Release issued by Getinge, dated January 14, 2009, announcing the extension of the Offer.”

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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 Amendment No. 10 is true, complete and correct.
Dated: January 14, 2009
         
  DAVINCI MERGER SUB, INC.

 
 
  By:   /s/ Ulf Grunander    
    Name:   ULF GRUNANDER   
    Title:   PRESIDENT   
 
  GETINGE AB

 
 
  By:   /s/ Ulf Grunander    
    Name:   ULF GRUNANDER   
    Title:   CFO   

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EXHIBIT INDEX
     
(a)(5)(M)  
Press Release issued by Getinge, dated January 14, 2009, announcing the extension of the Offer.

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EX-99.(A)(5)(M) 2 g17285exv99wxayx5yxmy.htm EX-99.(A)(5)(M) EX-99.(A)(5)(M)
Exhibit (a)(5)(M)
January 14, 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 21, 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 13, 2009, approximately 15,007,487 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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