PROXY Governance, Inc. Supports Change to Datascope Board of Directors
14 12월 2007 - 5:33AM
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 PROXY Governance,
Inc., a leading 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. Ramius Partner Mark R. Mitchell said: �We are
pleased that another independent third-party proxy advisory service
supports our belief that change is necessary at Datascope. Given
the significant issues that exist at the Company, including
financial underperformance and an apparent disregard for
transparency or accountability, we believe it is imperative that
shareholders vote for both of Ramius� independent nominees -- Dr.
David Dantzker and Mr. William J. Fox.� Mr. Mitchell added, �Voting
for both independent nominees, Dantzker and Fox, will help ensure
that Datascope is being run in a manner that is in the best
interest of all shareholders.� In its analysis, PROXY Governance,
Inc. noted: �Overall, we are concerned about the allegations as
well as whether the company was sufficiently forthcoming in its
disclosure with regard to the ethical violation investigations.� �A
particular concern to us is the influence that CEO Saper appears to
have had over the Board historically�.� �Further, while it appears
that the Audit Committee, which includes the three newest members
of the board, conducted a thorough review of the ethical violation
charges, we do not believe that the company handled either the
investigations or their aftermath in the most effective manner,
particularly in view of the subsequent departures of executives
conducting a separate internal investigation. Unanswered questions
remain, and we believe that the board could and should have done a
much better job in communicating with shareholders.� �Given our
concerns over certain governance matters, including the board's
response to shareholders concerns over alleged ethical violations,
the subsequent departure of top executives and the lengthy tenure
of certain board members, we support change at the board level.�
��[I]t is clear that the company, over the long term, has been a
slow grower in a dynamic industry that is becoming increasingly
competitive. Notably, the company�s operating results, since 2000,
have been modest at best�.� ��[W]e are concerned that the
management team that is currently in place � most of whom have been
with the company for many years � may not be in the best position
to execute a more aggressive strategy, given their lack of
experience in doing so.� �For the company to succeed in its plans,
we believe that further change is needed both at the board and top
management levels. Despite efforts to revitalize the board over the
last few years, the average board tenure remains lengthy -- four of
the seven directors have been on the board for more than 10 years
-- of which three have tenure of 25 years or more, including
nominee (and lead director) Asmundson, who has served on the board
for 38 years.� 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 12,
2007, Starboard beneficially owned 617,991 shares of Common Stock
of the Company and Parche beneficially owned 117,519 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 117,519 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 617,991 shares of Common Stock of the
Company owned by Starboard and the 117,519 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 617,991
shares of Common Stock of the Company owned by Starboard and the
117,519 shares of Common Stock of the Company owned by Parche. As
the managing member of Ramius Capital, C4S is deemed to
beneficially own the 617,991 shares of Common Stock of the Company
owned by Starboard and the 117,519 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 617,991 shares of Common Stock of the Company
owned by Starboard and the 117,519 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
617,991 shares of Common Stock of the Company owned by Starboard
and the 117,519 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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