OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCKDaVinci Merger Sub, Inc. • September 30th, 2008 • Electromedical & electrotherapeutic apparatus
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008 (the “Merger Agreement”), among Getinge, Purchaser and Datascope. Purchaser is not required to purchase any Shares unless at least a majority of Datascope’s fully diluted Shares (assuming the exercise of any outstanding warrants and further assuming the grant and exercise of all options available for grant under the Datascope’s equity incentive plans) are validly tendered and not properly withdrawn prior to the expiration of the Offer (the “Minimum Condition”). The Offer also is subject to certain other terms and conditions. See Sections 1 — “Terms of the Offer,” 14 — “Conditions of the Offer” and 15 — “Legal Matters; Required Regulatory Approvals.” After the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into Datascope (the “Merger”).
