MONTVALE, N.J., Nov. 16 /PRNewswire-FirstCall/ -- Datascope Corp. 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.
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.
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.
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:
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:
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.
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 dscpproxy@mackenziepartners.com.
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 dscpproxy@mackenziepartners.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 dscpproxy@mackenziepartners.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.
CONTACT: Matthew Sherman or Michael Cuneo, +1-212-355-4449, both of Joele
Frank, Wilkinson Brimmer Katcher; or Larry Dennedy or Joseph Doherty,
+1-212-929-5500, both of MacKenzie Partners, Inc.; all for Datascope Corp.
Web site: http://www.datascope.com//
