Ramius Capital Sends Open Letter to Shareholders of Datascope Corp.

Starboard Value and Opportunity Master Fund Ltd., an affiliate of RCG Starboard Advisors, LLC and Ramius Capital Group, L.L.C. (collectively, "Ramius”), today issued a letter to all shareholders of Datascope Corp. ("Datascope” or the "Company”) (NASDAQ: DSCP) in which Ramius urged all shareholders to vote for its two independent director nominees at the Company's 2007 Annual Meeting of Stockholders, which has been scheduled for December 20, 2007. Information regarding the election and Ramius’ nominees is available at www.ShareholdersForDatascope.com. In the letter, Ramius highlights concerns about six separate reports of ethics violations by Mr. Lawrence Saper, the Company’s founder, Chairman and CEO, and a senior executive in Europe. Additionally, the letter raises further concerns over a lack of management stability at Datascope demonstrated by the recent resignation of five senior-level executives. Ramius concludes the letter by providing examples of how the current Board of Directors has enriched and protected Mr. Saper in the past while operating under corporate governance policies that are not in the best interest of shareholders. Ramius Partner Mark R. Mitchell, stated, "Recent investigations into alleged ethical violations involving Mr. Saper, and the resignations of several senior-level executives, demonstrate significant internal turmoil at Datascope.” Mr. Mitchell added, "Despite all this, we still believe that Datascope is a good company with solid products and excellent prospects. We are certain that the election of our two knowledgeable, experienced, and independent director nominees will enable a dramatic improvement in corporate governance and operating stability at Datascope.” The full text of the letter follows: November 8, 2007 Dear Fellow Datascope Shareholder: IT IS TIME FOR A CHANGE AT DATASCOPE! The Ramius Group seeks your support to elect our two highly qualified, independent director nominees at Datascope’s 2007 Annual Meeting. Our nominees are committed to providing improved Board oversight, higher standards of corporate governance, and proper management accountability at Datascope. In light of recent events including alleged ethics violations as well as the departure of at least five senior executives, we believe that there must be change on the Board of Directors to ensure stability at the Company. We believe this change is necessary in order for shareholders to realize the true value of their investment. As significant shareholders, our interests are aligned with yours. We have nominated two highly qualified and independent nominees, Dr. David Dantzker, M.D. and William J. Fox, for election as directors at the 2007 Annual Meeting. Dr. Dantzker and Mr. Fox are committed to working on behalf of all shareholders to bring about greater transparency and accountability at Datascope -- qualities we believe have long been missing from the Datascope Board and which are essential to building shareholder value. We are not seeking control of the Company. Instead, we are seeking to elect two independent and experienced directors to be the eyes, ears and voice representing the best interests of shareholders on the Datascope Board. YOU WILL FINALLY HAVE A CHOICE AT THE 2007 ANNUAL MEETING You can support the current Board with its record of overseeing the Company through alleged ethics violations and high senior executive turnover, or you can support two highly qualified and independent nominees who will work diligently to ensure that the Company is being run solely in the best interest of all shareholders. We think the answer is clear. We urge you to sign, date and return the enclosed WHITE proxy card today with a vote FOR our nominees. THE APPEARANCE OF SIGNIFICANT INTERNAL TURMOIL AND WRONGDOING AT DATASCOPE IS EXTREMELY TROUBLING Within the last twelve months, Datascope received six separate internal reports of ethics violations by Mr. Lawrence Saper, the Company’s founder, Chairman and CEO, and a senior executive in Europe. As disclosed in the Company’s public filings, the reports cited complaints: of irregularities in the Chairman’s expense reports; that a member of the Chairman’s family employed by the Company did not perform services; that the Chairman had engaged in unspecified ‘sweet heart’ deals; that the Chairman paid himself dividends; that the Chairman was mentally unfit to manage the Company; that outside counsel had assisted the Chairman in concealing some of the above activities; that a senior executive was improperly using Company funds to finance an affair he was conducting with another Company employee; and that the same executive and the Chairman of the Company had engaged in irregular transactions with distributors. The complaints were reviewed by the internal ethics committee, comprised of the Audit Department, the Legal Department and the Chief Financial Officer, who concluded that the violations did evidence "overrides of controls.” The investigation expanded to also cover: the inclusion of the Chairman’s son, presently an employee of the Company, in certain of the Company’s medical plans; and the receipt by the Chairman of personal legal and accounting services at the Company’s expense and receipt by the Chairman of personal legal services by the Company’s outside counsel free of charge. In the course of the investigation, a separate confidential report was submitted to the Board in an attempt to discredit the internal ethics committee. The Board then decided to disband the internal ethics committee and to engage independent counsel to lead its own investigation. While the Audit Committee concluded the violations did not rise to a level indicating that "controls were materially overridden”, it did confirm the validity of many of the allegations while remaining silent on the others. Due to the breadth of the complaints, the unusual nature of the review process, and the apparent conflicting conclusions of the two investigations, it is obvious to us, and hopefully to you, that shareholders would benefit from new and independent representation on the Board. THE RECENT RESIGNATION OF AT LEAST FIVE SENIOR-LEVEL EXECUTIVES FURTHER DEMONSTRATES THE LACK OF STABILITY AT DATASCOPE Following the public reports of the alleged ethics violations and the subsequent usurping of power from the independent internal ethics committee, at least five senior executives resigned from the Company in a two-month period. Those executives include: Name   Title   Date Resigned Terrance Gunning   Vice President, President of Cardiac Assist Division   March 15, 2007 Scott Kantor   Vice President of Finance, Chief Financial Officer   April 3, 2007 Donald Lemma   Vice President, Chief Information Officer   May 1, 2007 Rachel Winokur   Vice President, Business Development   May 11, 2007 S. Arieh Zak   Vice President, Corporate Counsel   May 25, 2007 As a shareholder, it is troubling to see this level of senior executive turnover at the Company, and we believe the addition of newly appointed independent directors will promote much needed stability at Datascope. THE CURRENT BOARD HAS A HISTORY OF ENRICHING AND PROTECTING MR. SAPER AT THE EXPENSE OF SHAREHOLDERS In August 2001, an action was filed in United States District Court for the District of New Jersey against Datascope and its Board, alleging that the Company’s 2000 proxy statement contained materially false and misleading statements. The Complaint alleged that Mr. Saper’s compensation (i) was excessive, (ii) had increased at a higher rate than the Company’s earnings, assets and stockholders’ equity and (iii) was substantially higher than the compensation of other CEOs at companies of comparable size in similar businesses. In fact, the maximum Mr. Saper was supposed to be able to receive under the 1999 Incentive Plan (that the Company never publicly filed) was $2,225,000, yet the 2000 proxy statement disclosed that Mr. Saper was paid a bonus of $3,285,714, a payment that was presumably approved by the Board. The Complaint was ultimately settled in March 2005 with a payment by Datascope's insurance company of the plaintiff's attorney's fees and a reduction to Mr. Saper's supplemental executive retirement plan. This was not the first time the Company has settled an action involving allegations against Mr. Saper: On November 5, 1993, an action was commenced against the Company and Mr. Saper. The plaintiffs alleged (i) that Datascope and Mr. Saper made material misrepresentations and omissions concerning the VasoSeal device's safety, efficacy, potential profitability and likelihood of FDA approval and (ii) securities laws violations relating to alleged insider trading by Mr. Saper. In November 1996, the parties entered into a settlement which cost the Company approximately $5.6 million, plus legal expenses. THE DATASCOPE BOARD NEEDS NEW, INDEPENDENT DIRECTORS COMMITTED TO TRANSPARENCY AND ACCOUNTABILITY Good corporate governance that promotes transparency and accountability is a vital tool in building shareholder value. In our view, this Board has repeatedly demonstrated its inability to effectively govern Datascope. We need Directors who are committed to serving the interests of all shareholders and who will regularly review the Company’s governance policies to ensure that they are still serving that purpose. We believe our nominees are ideally suited for the task. In its proxy statement in connection with the 2007 Annual Meeting, Datascope would have you believe that its corporate governance practices are "superb.” We are not the only ones who strongly disagree. In fact, the leading independent advisers to institutional investors on corporate governance issues around the globe share our views about Datascope’s corporate governance structure and have published the following commentary and statistics: Institutional Shareholder Services (ISS): "Datascope Corp.'s Corporate Governance Quotient (CGQ®) as of 6-Nov-07 is worse than 85.4% of S&P 600 companies and 60.6% of Health Care Equipment & Services companies….” Glass Lewis & Co: "Datascope’s executive compensation received a C grade in our proprietary pay-for-performance model….” The Corporate Library: The Corporate Library Rating: C IN ORDER TO IMPROVE CORPORATE GOVERNANCE, OUR NOMINEES, IF ELECTED, WOULD SUPPORT THE SEPARATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ROLES In our view, the Board’s proper functioning has been undermined by a dominant founder, Chairman and CEO who, in the words of a former executive, "runs the Company as if he had no shareholders.” We believe the Company would greatly benefit from a non-executive, independent Chairman who would maintain appropriate checks and balances over Mr. Saper’s actions and agendas as the Chief Executive Officer. In our opinion, the appointment of a Liaison Director, customarily known as an Independent Lead Director, is not as effective in governing a Company as a truly separate Chairman and Chief Executive Officer. This is particularly true in the case of Datascope given the appearance of wrongdoing on the part of the Chairman. Additionally, William Asmundson, the named Liaison Director, has been on the Board of Directors of Datascope since 1969 except for one year in 2000 when he resigned from the Board for unknown reasons, only to rejoin in 2001. Although the Company may claim that Mr. Asmundson fits within the Nasdaq’s literal definition of an "independent director”, given his almost 40-year tenure at Datascope, we question whether his actions are truly independent of those of management. CAST YOUR VOTE FOR A SHAREHOLDER VOICE ON THE BOARD   VOTE THE WHITE PROXY CARD TODAY We believe Datascope is a good company with solid products and excellent prospects. However, we are deeply concerned that the current Board and management may not be operating the Company with the best interests of shareholders in mind. The alleged ethics violations and departure of several senior executives highlight significant internal issues at Datascope that must be remedied with strong Board oversight. We are convinced that knowledgeable, experienced and truly independent directors, elected by shareholder mandate, can help bring effective shareholder representation and advocacy to the Datascope Board. The backgrounds of our nominees, their experience and accomplishments are detailed in our proxy statement, but briefly: Dr. David Dantzker, M.D. is an internationally recognized expert in the area of pulmonary medicine and critical care. He has authored or co-authored over 130 research papers and five textbooks and served on the faculty and in leadership positions at four major research-oriented medical schools. He is currently a Partner with Wheatley Partners, a New York-based private equity firm focused primarily on Information Technology, Business Services, Medical Technology, Healthcare and Education. His corporate experience includes service as the Chief Executive Officer of Long Island Jewish Medical Center and subsequently the President of the combined North Shore – Long Island Jewish Medical Center. He currently leads or serves on the boards of a number of high-end bio-tech and medical specialty companies. Mr. William J. Fox is a business advisor and strategic consultant. He is a Certified Public Accountant (CPA) and has acted as the Chairman of the Audit Committee for five public companies throughout his career. His extensive corporate experience includes service on the boards of Loehmann’s Holding, Inc., George Foreman Enterprises Inc., Revlon, Inc. and The Hain Food Group. He was previously Vice Chairman of, and served on the Advisory Board to, the Barington Funds. We are certain that the election of our nominees will bring to the Datascope Board the energy and commitment needed to effectively oversee management and modernize the Company’s corporate governance in order to enhance shareholder value. We respectfully ask for your support.       Mark R. Mitchell Partner, Ramius Capital Group, L.L.C. Please sign, date and return the enclosed WHITE proxy card today, or if available, vote your shares by phone or over the internet by following the enclosed instructions. If you have any questions, or require assistance in voting your shares, please call our proxy solicitors: Innisfree M&A Incorporated 501 Madison Avenue - 20th Floor New York, New York 10022 Stockholders Please Call Toll-Free: (888) 750-5834 Banks or Brokers Call Collect: (212) 750-5833 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 November 2, 2007, Starboard beneficially owned 414,716 shares of Common Stock of the Company and Parche beneficially owned 78,801 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 78,801 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 414,716 shares of Common Stock of the Company owned by Starboard and the 78,801 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 414,716 shares of Common Stock of the Company owned by Starboard and the 78,801 shares of Common Stock of the Company owned by Parche. As the managing member of Ramius Capital, C4S is deemed to beneficially own the 414,716 shares of Common Stock of the Company owned by Starboard and the 78,801 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 414,716 shares of Common Stock of the Company owned by Starboard and the 78,801 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 414,716 shares of Common Stock of the Company owned by Starboard and the 78,801 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.