-----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, KKjFs7+eb47or6wcf4vsFv66qA8kU3yV7/FywK+m/bpEsLt9WjEKFpfoHLqvznO7 D2BdDeACKLMOtRC6ZbY6sQ== 0000950144-08-009013.txt : 20081126 0000950144-08-009013.hdr.sgml : 20081126 20081126152016 ACCESSION NUMBER: 0000950144-08-009013 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081126 DATE AS OF CHANGE: 20081126 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: 081217700 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 g16139a7sctovtza.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. 7
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. 7 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 12.   EXHIBITS.
     Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
     “(a)(5)(I) Press Release issued by Datascope, dated November 26, 2008, announcing an agreement to sell Datascope’s EVH product line.”
     “(a)(5)(J) Press Release issued by Getinge, dated November 26, 2008, announcing an agreement to sell Datascope’s EVH product line.”

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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. 7 is true, complete and correct.
Dated: November 26, 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   

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EXHIBIT INDEX
     
(a)(5)(I)  
Press Release issued by Datascope, dated November 26, 2008, announcing an agreement to sell Datascope’s EVH product line.
 
(a)(5)(J)  
Press Release issued by Getinge, dated November 26, 2008, announcing an agreement to sell Datascope’s EVH product line.

- 4 -

EX-99.(A)(5)(I) 2 g16139a7exv99wxayx5yxiy.htm EX-99.(A)(5)(I) EX-99.(A)(5)(I)
PRESS RELEASE
For Information Contact:

Henry Scaramelli
Chief Financial Officer
Datascope Corp.
(201) 307-5435
www.datascope.com
FOR IMMEDIATE RELEASE:
Datascope Announces Execution of Agreement to Sell EVH Product Line to Sorin Group
     MONTVALE, N.J., Nov. 26, 2008 — Datascope Corp. (Nasdaq:DSCP) today announced that it has executed an agreement to sell its endoscopic vessel harvesting, or EVH, product line to Sorin Group, a global leader in the development of medical technologies for cardiac surgery. Terms were not disclosed. The transaction is contingent on the closing of the acquisition of Datascope by Getinge AB as well as the satisfaction of other typical conditions. The Getinge acquisition is conditioned upon, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The agreement will be provided to the U.S. Federal Trade Commission for its review and consent.
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.

EX-99.(A)(5)(J) 3 g16139a7exv99wxayx5yxjy.htm EX-99.(A)(5)(J) EX-99.(A)(5)(J)
Getinge announces that Datascope’s EVH business will be sold to Sorin Group
Press release November 26, 2008
As previously announced, Getinge has made a public tender offer to the shareholders of Datascope Corp. In order for the acquisition to be completed, the competition authorities in Germany and the U.S. must grant their approvals. The German competition authority granted its unconditional approval on October 24, 2008.
Datascope today announced that it has entered into an agreement to sell its EVH business to Sorin Group, a company developing medical technologies for cardiac surgery. The transaction is contingent on the closing of the acquisition of Datascope by Getinge as well as the satisfaction of other typical conditions. The agreement will be reviewed by the U.S. competition authority.
Getinge, November 26, 2008
Getinge AB (publ)
www.getingegroup.com
For further information:
Ulf Grunander, CFO
+46 (0)35 15 55 00
The information provided herein is such that Getinge AB can be obligated to disclose pursuant to the Securities and Clearing Operations Act and/or the Financial Instruments Trading Act.

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