Company Mails Letter to Shareholders
MONTVALE, N.J., Dec. 12 /PRNewswire-FirstCall/ -- Datascope Corp.
(Nasdaq: DSCP) today announced that Glass Lewis & Co., one of the nation's
leading independent proxy advisory firms, recommends that Datascope
shareholders re-elect the Board's nominees -- James J. Loughlin and William
L. Asmundson -- at the Company's Annual Meeting of Shareholders on
Thursday, December 20, 2007. To follow Glass Lewis' recommendation,
Datascope shareholders should vote FOR the re-election of the Company's
nominees on the BLUE proxy card today.
In its December 10, 2007 report, Glass Lewis stated*:
-- " ... we do not believe that shareholders would be best served by
replacing directors [William] Asmundson and [James] Loughlin with the
Ramius Group's nominees."
-- " ... we do not believe that replacing directors Asmundson and Loughlin
with Dr. Dantzker and Mr. Fox would be the appropriate vehicle at this
time to serve shareholders' best interests."
-- " ... we also recognize that that [Mr. Asmundson's] seasoned experience
on this board could be a positive factor for shareholders."
-- " ... we maintain that shareholders should support the management
nominees ... "
Datascope also today sent the following letter to all shareholders from
Robert E. Klatell, Chairman of the Company's Nominations and Corporate
The full text of Datascope's letter follows:
December 12, 2007
VOTE THE BLUE PROXY CARD TODAY -
YOUR VOTE IS EXTREMELY IMPORTANT
Leading Independent Proxy Advisory Firm, Glass Lewis, Recommends A Vote FOR
The Company's Nominees, James J. Loughlin And William L. Asmundson.
With Datascope's December 20th Annual Meeting of Shareholders rapidly approaching, your Board of Directors unanimously recommends that shareholders re-elect Datascope's directors, James J. Loughlin and William L. Asmundson, by voting "FOR" on the enclosed BLUE proxy card today.
For your convenience, telephone and Internet voting is available. Simply follow the instructions on the enclosed proxy card. Alternatively, you can vote by mail by signing, dating and returning the BLUE proxy card in the enclosed pre-addressed, stamped envelope.
VOTE THE BLUE PROXY TO RE-ELECT DATASCOPE'S TWO NOMINEES
Your Board strongly urges all shareholders to re-elect James Loughlin
and William Asmundson -- and here's why:
-- William Asmundson is a successful investment manager. In his career,
he has served as CEO and Chief Investment Officer of Rockefeller & Co.
and related investment companies during a 17-year tenure. Bill is
currently a General Partner of a global investment fund. Bill brings
exceptional experience and the perspective of institutional investors
to the Board. Bill serves as the lead outside director of Datascope's
Board and presides over executive sessions and meetings of the outside
directors, coordinates the activities of the outside directors and acts
as an intermediary between the Board and management.
-- James Loughlin brings exceptional experience to Datascope through his
more than 40 years of accomplishments at KPMG, one of the world's major
accounting firms. Jim chaired KPMG's Life Science and Pharmaceuticals
practices and, for seven years, led its representation of the world's
largest pharmaceutical company. Jim is a financial expert under SEC
rules, serves as Chairman of the Audit Committee and as a member of the
Compensation Committee. Jim first joined Datascope's Board in 2004.
Datascope has recruited and continues to recruit directors with a blend
of business talents, skill sets and experience to further strengthen the
Board and add fresh perspectives. Over the past four years, the Board has
recruited Rob Klatell, Jim Loughlin and William Wyman. Bill Wyman has
extensive experience in the medical industry from his role as a trustee of
the Mary Hitchcock Memorial Hospital, a 400-bed primary trauma center, for
12 years; a trustee of The Dartmouth Clinic, a 650 doctor entity, for six
years; and a trustee of the Dartmouth Hitchcock Medical Center (the largest
academic medical center in northern New England), which oversees and
coordinates the operations of the Mary Hitchcock Memorial Hospital, The
Dartmouth Clinic, the Dartmouth Medical School and a local VA hospital, for
DISREGARD RAMIUS' WHITE PROXY CARD -
THEY OFFER SHAREHOLDERS NOTHING As you consider your vote for the upcoming Annual Meeting, keep in mind
the following four things about Ramius and its candidates:
-- Ramius is a short-sighted hedge fund that did not own a single share in
Datascope until three months ago.
-- Ramius and its nominees have NO PLAN for Datascope or its shareholders.
-- Ramius' nominees, if elected, would serve NO BUSINESS PURPOSE on your
Board other than to advance Ramius' short-term, opportunistic
-- Ramius' nominees, if elected, could jeopardize Datascope's strategic
direction and negatively affect the value of your investment.
The Ramius nominees are not qualified to be elected to your Board. They have neither the skill set, the experience nor the independence to add anything constructive to your Board. Ramius seeks your support, but offers you nothing in return.
DATASCOPE'S BOARD IS FOCUSED ON GROWTH AND SHAREHOLDER VALUE
Your Board stands firmly behind Datascope's management team and strategy. We are extremely excited about our new products, R&D pipeline, and the operating changes being implemented by our senior management team. At the same time, your Board remains committed to returning excess capital to shareholders. Your Board recommends that all shareholders support this team by voting FOR James Loughlin and William Asmundson on the BLUE proxy card today.
Datascope is moving forward vigorously with its plans to increase
shareholder value and drive sustainable and profitable growth. Key elements
of Datascope's strategic plan include:
-- Strengthening our senior management team. In October 2007, Datascope
promoted Dr. Antonino Laudani to the newly-established role of Chief
-- Continued expansion of our innovative product portfolio. In early
October 2007, Datascope launched NetGuard(TM), our revolutionary new
Clinical Alert System. Datascope conservatively estimates the market
potential for NetGuard to be in excess of $1 billion in annual sales in
the U.S. alone.
-- In addition to introducing nine new patient monitoring products in
2007, our new Sensation(TM) 7 Fr. fiber-optic balloon catheter and the
CS300 intra aortic balloon pump (IABP) underscore Datascope's
leadership position in the Cardiac Assist market.
-- Continued investment in Research & Development. Investment in R&D is
critical to Datascope's continued growth and success. We are committed
to continuing to invest in R&D and have a number of exciting new
products in the pipeline.
-- Focusing on growing our core businesses. In October 2006, after
thorough analysis, your Board and senior management determined to exit
the interventional products market. We also established Datascope
Japan K.K. as a wholly-owned subsidiary to manage our IABP business in
Japan, the world's second largest market for medical devices.
-- Making strategic acquisitions and other investments. In June 2007,
Datascope acquired Artema Medical AB, its most recent acquisition,
continuing our expansion of product offerings in the anesthesia
RE-ELECT DATASCOPE'S TWO HIGHLY QUALIFIED DIRECTORS
VOTE THE BLUE PROXY CARD TODAY
Your vote is important, no matter how many shares you own. Please vote by Internet or phone by following the simple instructions on your BLUE proxy card or vote by mail by signing, dating and returning the BLUE proxy card in the enclosed pre-addressed, stamped envelope.
Do NOT vote the Ramius WHITE card. Please simply ignore or throw away any of the Ramius cards you may receive. To be sure we have your proxy in time to be counted, please take a minute NOW to vote your shares.
We thank you for your continued support. If you have any questions or
need any assistance voting your shares, please contact MacKenzie Partners,
Inc. which is assisting the Company in this matter, toll-free at (800) 322-
2885 or email@example.com.
On behalf of The Board of Directors of Datascope,
/s/ Robert E. Klatell
Robert E. Klatell
Chairman of Datascope's Nominations and Corporate Governance Committee
The Company urges all its stockholders to re-elect its directors at the upcoming Annual Meeting of Shareholders currently scheduled for Thursday, December 20, 2007 by voting promptly on the BLUE proxy by telephone, Internet or mail. If shareholders have any questions or need assistance in voting they should contact MacKenzie Partners, Inc. at 800-322-2885 or by email at firstname.lastname@example.org.
* Permission to use quotations was neither sought nor obtained.
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 and radiology, cardiovascular and vascular surgery, anesthesiology, emergency medicine 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 Company information please visit Datascope's website, http://www.datascope.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. All statements that address expectations or projections about the future, including statements about Datascope's strategy for growth, product development, market and growth opportunities, and future performance are forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from our expectations are disclosed in our filings with the United States Securities and Exchange Commission ("SEC"). These factors include, but are not limited to, the risk that NetGuard does not have the potential to create a new, significant market in monitoring currently unmonitored patients, that Datascope is not the first company to address this market, that NetGuard and other new products offered or anticipated to be offered by Datascope will not be a significant opportunity for new growth or may not be accepted in the marketplace, and that market conditions may change, particularly as the result of competitive activity in the markets served by Datascope. Datascope's filings with the SEC can be obtained at no charge at http://www.sec.gov, as well as through our website at http://www.datascope.com.
This solicitation is being made by the Board of Directors of Datascope
Corp. Information regarding the Board as participants in the solicitation
is contained in the Definitive Proxy Statement of Datascope Corp. on file
with the SEC. Such proxy statement may be obtained without charge from the
SEC's website at http://www.sec.gov and has been distributed to
shareholders on or about November 5, 2007. We urge you to read the proxy
statement in full because it contains important information. Requests for
copies should be directed to Datascope Corp.'s proxy solicitor, MacKenzie
Partners, Inc. at 800-322-2885 or email@example.com.
Matthew Sherman / Michael Cuneo
Joele Frank, Wilkinson Brimmer Katcher
Larry Dennedy / Joseph Doherty
MacKenzie Partners, Inc.
|SOURCE Datascope Corp.|
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