Datascope Urges Shareholders to Re-Elect Incumbent Directors and Reject
Ramius' Opposition Slate
MONTVALE, N.J., Nov. 16 /PRNewswire-FirstCall/ -- Datascope Corp. (Nasdaq: DSCP) today mailed the following letter to all shareholders from Lawrence Saper, Chairman of the Board and Chief Executive Officer, in connection with the Company's Annual Meeting of Shareholders scheduled for Thursday, December 20, 2007. Datascope's Board strongly urges shareholders to re-elect James J. Loughlin and William L. Asmundson by voting the BLUE proxy card by telephone, Internet or mail today.
In the letter, Mr. Saper noted, among other things:
- Datascope's Board has a proven track record of returning excess free
cash flow to shareholders. Over the past eight years, Datascope has
paid approximately $107 million in regular and special cash dividends to
shareholders and has repurchased approximately $76 million of common
stock during that same time period.
- Investment in R&D is critical to Datascope's continued growth and
success. Over the last four years, Datascope has invested a significant
portion of its R&D resources in developing NetGuard(TM), the Company's
revolutionary new patient monitoring product which has the potential to
save thousands of lives as well as create a large, new market in patient
- Over the last year alone, Datascope has introduced nine new products
that address market opportunities, including: Spectrum OR, Gas Module
SE-Sprirometry, SpO2 Telepak and new software products that increase the
functionality of its Panorama central monitoring system.
- Ramius Capital, a New York City-based hedge fund which did not own a
single share of Datascope until two months ago, has no plan or vision to
benefit the Company and its shareholders and offers only spurious and
unfounded claims regarding Datascope's Board and senior management.
Datascope believes that James J. Loughlin and William L. Asmundson, the Company's directors standing for re-election at this year's Annual Meeting, are more qualified than Ramius' hand-picked nominees and are better suited to assist Datascope in achieving continued top- and bottom-line growth.
The full text of Datascope's letter follows:
November 16, 2007
RE-ELECT DATASCOPE'S DIRECTORS
VOTE THE ENCLOSED BLUE PROXY CARD TODAY
At Datascope's upcoming Annual Meeting on Thursday, December 20, 2007, you will be asked to vote on two nominees for election to your Board of Directors. A dissident shareholder, Ramius Capital Group, L.L.C., a New York City-based hedge fund, and its affiliates have nominated two individuals in opposition to your incumbent directors. Your Board of Directors strongly urges you to support your Board and re-elect James J. Loughlin and William L. Asmundson by voting the enclosed BLUE proxy card by telephone, Internet or mail today.
DATASCOPE HAS A STRATEGIC PLAN WORKING FOR
SUSTAINABLE AND PROFITABLE GROWTH
DATASCOPE'S BOARD RETURNS EXCESS FREE CASH FLOW TO SHAREHOLDERS
Your Board has a proven track record of returning excess free cash flow to shareholders. Datascope has paid approximately $107 million in regular and special cash dividends to shareholders over the past eight years, including most recently, a $1.00 per share special dividend and a regular dividend of $0.10 per share both paid on October 15, 2007. In addition, Datascope has repurchased approximately $76 million of common stock during that same time period, and your Board has authorized the repurchase of an additional $34 million of common stock.
Your Board and management are focused on growth while returning excess capital to shareholders. Datascope has a sound strategic plan working to drive sustainable and profitable growth and we are confident that this plan will yield results in fiscal 2008 and beyond. 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
Operating Officer. Dr. Laudani successfully created and headed
Datascope's EMEA (Europe, the Middle East and Africa) group and
previously served as President of Datascope's InterVascular business.
This promotion brings Dr. Laudani's considerable global expertise to the
Company as a whole.
- Continued expansion of our innovative product portfolio. In early
October 2007, Datascope launched NetGuard(TM), our revolutionary new
patient monitoring product. NetGuard is the first product designed
specifically to protect the unmonitored hospital population in the event
of a dangerous or life-threatening heart rhythm. Tens of thousands of
unmonitored patients die each year in the U.S. of such events. NetGuard
monitoring provides immediate detection of a life threatening heart
rhythm. Survival is closely linked to early detection and treatment.
NetGuard, a one-ounce wireless monitor, has the potential to save
thousands of lives as well as create a large, new market in patient
monitoring. We estimate there are at least 100 million unmonitored
patients in U.S. hospitals each year. We also conservatively estimate
the market potential for NetGuard to be in excess of $1 billion.
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. The state-of-the-art Sensation 7
Fr. eliminates conventional blood pressure monitoring and enables
clinicians to deliver counterpulsation therapy to a broad array of
patients, including those with smaller peripheral blood vessels. The
automatic CS300 pump is the most advanced of its kind and sets a higher
standard of care for patients who require balloon support.
In addition, over the last year alone, Datascope has introduced nine new
products that address market opportunities, including: Spectrum OR, Gas
Module SE-Sprirometry, SpO2 Telepak and new software products that
increase the functionality of our Panorama central monitoring system.
- Continued investment in Research & Development. Investment in R&D is
critical to Datascope's continued growth and success. Over the last
four years, Datascope has invested a significant portion of our R&D
resources in developing NetGuard. 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. As a result, the Proguide IPD assets
have been sold and the Company is in discussions to divest other IPD
assets. Datascope's plan to exit the IPD business has led to
approximately $17 million in annual cost savings.
We also established Datascope Japan K.K. as a wholly-owned subsidiary to
manage our IABP business in Japan. With this new subsidiary, we have the
opportunity to expand our business presence 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, continuing our expansion of
product offerings in the anesthesia monitoring market. Artema's revenue
grew 35% last year and we are confident Artema's products will drive
top-line growth, improve operating margins and be accretive to earnings
in fiscal 2008.
DATASCOPE HAS THE RIGHT BOARD OF DIRECTORS IN PLACE --
INDEPENDENT, EXPERIENCED AND FOCUSED ON CREATING VALUE
Under the leadership of your Board and senior management, Datascope has enjoyed 35 years of consistent profitability. We have a strong balance sheet, with no debt, robust cash generation, and a healthy new product pipeline which, along with our strengthened management, solidly positions Datascope for sustainable and profitable growth.
A majority of Datascope's seven-member Board is independent. Your directors bring the necessary depth and breadth of expertise in areas that are critical to Datascope's continued success. Your Board's interests are closely aligned with those of all Datascope shareholders. No one has more at stake in Datascope than founder and CEO, Lawrence Saper, who owns almost 16% of the Company's common stock.
Each of your directors standing for re-election at this year's Annual Meeting -- James Loughlin and William Asmundson -- occupies an important leadership position and brings considerable experience and knowledge to your Board:
- James Loughlin serves as chairperson of the Audit Committee, is a
financial expert as defined under Securities and Exchange Commission
(SEC) rules, and is a member of the Compensation Committee. Mr. Loughlin
is a retired senior partner of one of the world's major accounting firms
and led its Life Science and Pharmaceuticals practices.
- William Asmundson serves as the lead outside director and presides over
executive sessions and meetings of the independent directors,
coordinates the activities of the independent directors and acts as an
intermediary between the Board and management. Mr. Asmundson currently
manages an investment fund and has a distinguished career as an
investment manager for more than 40 years.
REJECT RAMIUS AND ITS UNFOUNDED CLAIMS
Your Board respects the views and the opinions of all Datascope shareholders and welcomes constructive dialogue. That said, we see Ramius as nothing more than a short-sighted hedge fund that did not own a single share of Datascope until two months ago. In our view, the dissident is merely attempting to distract you. Ramius has no plan or vision to benefit the Company and its shareholders and offers only spurious and unfounded claims regarding your Board and senior management. We strongly believe that Ramius' hand-picked nominees do not have the right skills to assist Datascope in achieving continued top- and bottom-line growth.
Ramius has distorted the facts and findings of the Audit Committee's investigation. The facts, which have been fully disclosed in the Company's filings with the Securities and Exchange Commission, are clear. Datascope has a track record of good corporate governance and will continue to take all appropriate measures to further improve its policies and procedures.
YOUR VOTE IS IMPORTANT --
RE-ELECT YOUR DIRECTORS BY VOTING THE BLUE PROXY CARD TODAY
Your vote is important, no matter how many or how few shares you own. To vote your shares, please sign, date and return the enclosed BLUE proxy card by mailing it in the enclosed pre-addressed, stamped envelope. You may also vote by phone or Internet by following the instructions on the enclosed proxy card or voting form. 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.
We thank you for your continued support.
On behalf of Datascope's Board of Directors,
Chairman and Chief Executive Officer
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.
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.
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.
Matthew Sherman / Michael Cuneo
Joele Frank, Wilkinson Brimmer Katcher
Larry Dennedy / Joseph Doherty
MacKenzie Partners, Inc.
|SOURCE Datascope Corp.|
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