Three Independent Proxy Advisory Services Support Change to the Datascope Board of Directors
17 Décembre 2007 - 2:44PM
Business Wire
Starboard Value and Opportunity Master Fund Ltd., an affiliate of
RCG Starboard Advisors, LLC and Ramius Capital Group, L.L.C.
(collectively, �Ramius�), today announced that Egan-Jones Proxy
Services (�Egan- Jones�), a private, independent voting advisory
service, has recommended that shareholders of Datascope Corp.
(�Datascope� or the �Company�) (NASDAQ: DSCP) vote on Ramius� WHITE
proxy card to elect Dr. David Dantzker to the Board of Directors of
Datascope at its 2007 Annual Meeting of Shareholders, which is
scheduled for December 20, 2007. Egan-Jones joins Institutional
Shareholder Services (ISS) and PROXY Governance in recommending
that shareholders vote on Ramius� WHITE proxy card. Ramius Partner
Mark R. Mitchell said: �We are very pleased that yet another
independent proxy advisory service has recommended that
shareholders of Datascope cast their votes in favor of change on
Datascope�s board of directors. Given Datascope�s history of
financial underperformance and significant operational and
governance problems, we believe that voting for both of Ramius�
independent nominees -- Dr. David Dantzker and Mr. William J. Fox
-- is the best way to ensure that Datascope will be run for the
benefit of all shareholders.� In reaching its conclusion,
Egan-Jones considered the following factors: Conflicting
conclusions reached by the Internal Audit Committee and Legal
Counsel and the Audit Committee of the Board of the Company The
resignations of three members of senior management of the Company,
including most importantly its former CFO and former legal counsel,
subsequent to the release of the report of the Internal Audit
Committee which made the conflict evident The historical financial
performance of the Company The qualification of Ramius Group
nominee Dr. David Dantzker Ramius strongly encourages Datascope
stockholders to sign, date, and return the WHITE proxy card and
vote FOR Dr. David Dantzker and FOR William J. Fox. Shareholders
who have questions, or need assistance in voting their shares,
should call Ramius� proxy solicitors, Innisfree M&A
Incorporated, Toll-Free at 888-750-5834 or collect at 212-750-5833.
For more information on how to vote, as well as other proxy
materials, please visit www.ShareholdersForDatascope.com. About
Ramius Capital Group, L.L.C. Ramius Capital Group is a registered
investment advisor that manages assets of approximately $9.6
billion in a variety of alternative investment strategies. Ramius
Capital Group is headquartered in New York with offices located in
London, Tokyo, Hong Kong, Munich, and Vienna. CERTAIN INFORMATION
CONCERNING THE PARTICIPANTS On November 2, 2007, Starboard Value
and Opportunity Master Fund Ltd., an affiliate of Ramius Capital
Group, L.L.C. ("Ramius Capital"), together with the other
participants named herein, made a definitive filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and
an accompanying WHITE proxy card to be used to solicit votes for
the election of its nominees at the 2007 annual meeting of
shareholders of Datascope Corp., a Delaware corporation (the
"Company"). RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION. THE DEFINITIVE PROXY STATEMENT IS AVAILABLE
AT NO CHARGE ON THE SEC�S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE
COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT
ITS TOLL-FREE NUMBER: (888) 750-5834. The participants in the proxy
solicitation are Starboard Value and Opportunity Master Fund Ltd.,
a Cayman Islands exempted company (�Starboard"), Parche, LLC, a
Delaware limited liability company ("Parche"), RCG Enterprise, Ltd,
a Cayman Islands exempted company ("RCG Enterprise"), RCG Starboard
Advisors, LLC, a Delaware limited liability company ("RCG Starboard
Advisors"), Ramius Capital Group, L.L.C., a Delaware limited
liability company ("Ramius Capital"), C4S & Co., L.L.C., a
Delaware limited liability company ("C4S"), Peter A. Cohen, Morgan
B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, David Dantzker,
M.D., William J. Fox, Mark R. Mitchell and Peter A. Feld (the
"Participants"). As of December 14, 2007, Starboard beneficially
owned 634,058 shares of Common Stock of the Company and Parche
beneficially owned 120,579 shares of Common Stock of the Company.
As the sole non-managing member of Parche and owner of all economic
interests therein, RCG Enterprise is deemed to beneficially own the
120,579 shares of Common Stock of the Company owned by Parche. As
the investment manager of Starboard and the managing member of
Parche, RCG Starboard Advisors is deemed to beneficially own the
634,058 shares of Common Stock of the Company owned by Starboard
and the 120,579 shares of Common Stock of the Company owned by
Parche. As the sole member of RCG Starboard Advisors, Ramius
Capital is deemed to beneficially own the 634,058 shares of Common
Stock of the Company owned by Starboard and the 120,579 shares of
Common Stock of the Company owned by Parche. As the managing member
of Ramius Capital, C4S is deemed to beneficially own the 634,058
shares of Common Stock of the Company owned by Starboard and the
120,579 shares of Common Stock of the Company owned by Parche. As
the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr.
Strauss and Mr. Solomon is deemed to beneficially own the 634,058
shares of Common Stock of the Company owned by Starboard and the
120,579 shares of Common Stock of the Company owned by Parche.
Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial
ownership of such shares of Common Stock of the Company except to
the extent of their pecuniary interest therein. As members of a
"group" for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, Dr. Dantzker and Messrs. Fox,
Mitchell and Feld are deemed to beneficially own the 634,058 shares
of Common Stock of the Company owned by Starboard and the 120,579
shares of Common Stock of the Company owned by Parche. Dr. Dantzker
and Messrs. Fox, Mitchell and Feld each disclaim beneficial
ownership of shares of Common Stock of the Company that they do not
directly own.
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