SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 9
DATASCOPE CORP.
(Name of Subject Company (Issuer))
DAVINCI MERGER SUB, INC.
an indirect, wholly owned subsidiary of Getinge AB
and
GETINGE AB
(Names of Filing Person (Offerors))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
238113104
(CUSIP Number of Class of Securities)
Ulf Grunander, President
c/o Getinge AB, Ekebergsvagen 26, Getinge, Sweden SE-310 44
46 (0) 35 15 55 80
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
With copies to:
Steven L. Pottle, Esq.
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$896,405,642
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$35,229
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*
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with
Rule 0-11(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The transaction valuation was calculated by multiplying the offer price of $53.00 per share by
16,913,314, the number of shares of Common Stock, par value $0.01 per share (“Shares”), of
Datascope Corp. (“Datascope”) outstanding on a fully diluted basis as of September 12, 2008,
as represented by Datascope in the Agreement and Plan of Merger among Datascope, Getinge AB
and DaVinci Merger Sub, Inc., which Shares consist of (a) 15,911,514 Shares issued and
outstanding and (b) 1,001,800 Shares subject to issuance upon exercise of outstanding options.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11, equals $39.30 per
million dollars of the transaction valuation.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $35,229
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Filing Party: DaVinci Merger Sub, Inc. and Getinge AB
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Form or Registration No.: Schedule TO
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Date Filed: September 30, 2008
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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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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
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o
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
TABLE OF CONTENTS
This Amendment No. 9 amends and supplements the Tender Offer Statement on Schedule TO
originally filed with the Securities and Exchange Commission on September 30, 2008 (as previously
amended, the “Schedule TO”), relating to the offer by Getinge AB, a Swedish Aktiebolag (“Getinge”)
and DaVinci Merger Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned
subsidiary of Getinge, to purchase all of the outstanding shares of Common Stock, par value $0.01
per share (the “Shares”), of Datascope Corp., a Delaware corporation (“Datascope”), together with
the associated Rights (the “Rights”) issued pursuant to the Rights Agreement, dated May 22, 1991,
as amended, by and between Datascope and Continental Stock Transfer & Trust Company, a New York
corporation, as rights agent, at a price per share equal to $53.00, net to the seller in cash,
without interest and subject to any required withholding of taxes (such amount or any different
amount per Share that 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 (the “Offer
to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which,
together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal,
collectively constitute the “Offer”). The Offer is made pursuant to the Agreement and Plan of
Merger, dated as of September 15, 2008 (the “Merger Agreement”), by and among Purchaser, Getinge
and Datascope.
Except as otherwise indicated, the information set forth in the Schedule TO remains unchanged.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the
Offer to Purchase.
ITEMS 1, 4, 8 AND 11.
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the
following:
“On January 7, 2009, Getinge announced that it had extended the Offer, upon the terms and
conditions set forth in the Offer to Purchase, until 12:00 midnight, New York City time, at the end
of January 13, 2009. The Offer had been previously scheduled to expire at 12:00 midnight, New York
City time, at the end of Tuesday, January 6, 2009. The Depositary has advised Getinge and Purchaser
that, as of 5:00 p.m., New York City time, on January 6, 2009, an aggregate of approximately
14,770,365 Shares, representing approximately 93% of the total outstanding Shares, had been
validly tendered and not withdrawn in the Offer. The Offer continues to be conditioned upon the
other conditions described in Section 14—“Conditions to the Offer” of the Offer.”
On January 7, 2009, Getinge issued a press release regarding the extension of the Offer, the
full text of which is filed as Exhibit (a)(5)(L) to and is incorporated by reference herein.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
“(a)(5)(L) Press Release issued by Getinge, dated January 7, 2009, announcing the extension of
the Offer.”
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