Datascope Corp - Amended Statement of Ownership: Solicitation (SC 14D9/A)
02 Outubro 2008 - 6:31PM
Edgar (US Regulatory)
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. 1)
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 Common Stock)
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 Notices and Communications
on Behalf of the Person(S) Filing Statement)
Copy To:
Martin Nussbaum, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on September 30,
2008 with the Securities and Exchange Commission (the Schedule 14D-9), 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.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented with the
following information at the end thereof:
Litigation
On September 22, 2008, a complaint was filed in New Jersey state court
against Datascope, each of Datascopes directors, Purchaser and Parent. The
complaint alleges breach of fiduciary duties by Datascopes directors by
entering into the Merger Agreement and alleges that Purchaser and Parent aided
and abetted these breaches. The action, captioned Stationary Engineers Local
39 Pension Trust Fund, et al. v. Datascope, et al. (Docket No. C-352-08,
Superior Court of New Jersey, Chancery Division, Bergen County), seeks to bring
claims on behalf of one stockholder and an alleged class of other public
stockholders of Datascope, seeking, among other things, (a) injunctive relief
with respect to the proposed transactions under the Merger Agreement, (b) a
declaration that the directors of Datascope have breached their fiduciary duty
to Datascope and its stockholders; and (c) an award of fees, expenses and costs
to plaintiff and its counsel. Datascope and its directors
believe that the claims set forth in the complaint are without merit and intend to defend
against this action vigorously.
On September 26, 2008, a complaint was filed in New Jersey state court
against Datascope, each of Datascopes directors, Purchaser and Parent. The
complaint alleges breach of fiduciary duties by Datascopes directors by
entering into the Merger Agreement and alleges that Purchaser and Parent aided
and abetted these breaches. The action, captioned Alfred DiMaggio, et al. v.
Datascope, et al., was filed in Superior Court of New Jersey, Chancery
Division, Bergen County, and seeks to bring claims on behalf of an individual
and an alleged class of public stockholders of Datascope, seeking, among other
things, (a) injunctive relief with respect to the proposed transactions under
the Merger Agreement, (b) in the event that the transactions contemplated by
the Merger Agreement are consummated prior to the entry of the courts final
judgment, rescission of the transaction or an award of recissionary damages,
(c) an accounting for all damages caused by the defendants and an accounting
for all profits and special benefits obtained as a result of their breach of
fiduciary duties, and (d) an award of fees, expenses and costs to plaintiff and
its counsel. Datascope and its directors believe that the claims set forth in the complaint are without merit and intend to defend against this action
vigorously.
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Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibits
thereto:
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(a)(3)
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Letter from Lawrence Saper, Datascopes Chairman and Chief Executive
Officer, to Stockholders of Datascope, dated September 30, 2008
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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: October 2, 2008
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