Believes that Masimo’s Current Board
Prioritizes Unquestioning Loyalty to Mr. Kiani Above All Else –
Making Real Independent Oversight Impossible
Highlights How a Majority of Truly Independent
Directors Can Benefit Masimo’s Patients, Employees and Shareholders
and Unlock the Company’s Growth Potential
Politan Capital Management (together with its affiliates,
“Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or
the “Company”) (NASDAQ: MASI), today shared a statement from
Michelle Brennan, an independent director of Masimo:
“When I was approached last year by an
executive search firm about the opportunity to potentially serve on
Masimo’s Board of Directors, I was immediately intrigued. Although
I had no pre-existing relationship with Politan, I was very
familiar with Masimo and its reputation in the sector given my time
spent overseeing multi-billion-dollar global medical device
businesses for Johnson & Johnson. As I did more of my own
research, it became clear to me that Masimo was a company with vast
potential – which ultimately led me to accept the role as an
independent nominee.
After shareholders voiced their desire for
change and elected Quentin and me to the Board, I was optimistic
that I would be able to work constructively with the other
independent directors. However, when I shared a standard list of
onboarding questions and requested data that I had found useful in
my other board roles, I was rebuffed. I was told to be patient, and
that eventually I would receive the information I needed to do my
job as a director. After two months, I was told to stop asking.
Masimo’s boardroom is not like any other I
have experienced. There is no budget process. There is no belief
that directors need to be adequately informed about, or provide
oversight in relation to, regulatory investigations like the ones
opened by the DOJ and the SEC at Masimo. And, most troublingly,
there is a deep-seated belief among Mr. Kiani’s hand-picked
directors that the desire to actively oversee management is
equivalent to disloyalty. Specifically, the status quo is to “trust
and believe” whatever Mr. Kiani says and not ask questions beyond
the information he provides – even when there is an apparent
disconnect between what may be best for Mr. Kiani and what is best
for shareholders. Nowhere has this been more apparent than during
the potential transaction process to separate the Consumer
Business, during which directors received material information for
the first time via Mr. Kiani’s media appearances. The bottom line
is that my experience has led me to believe that the Board is
unable to carry out its basic functions because it is essentially
kept in the dark.
As a result, all of Masimo’s stakeholders
have suffered. Shareholders have repeatedly seen results that miss
expectations and have cost the Company its credibility with the
financial community while driving down the share price. Employees
have to deal with the distraction of two successive proxy contests,
bonus cuts and coercion by leadership to demonstrate their
“support” for Mr. Kiani. Patients are not the top priority they
should be, as the Company invests in unnecessary areas and faces
inquiries into recall processes. Masimo has the market position and
leading technology to be a growth business. It’s my belief that our
responsibility as directors is to help make that a reality, by
continuing to invest in R&D and enhancing productivity. This is
the type of transformation I led at Johnson & Johnson when I
successfully returned multiple medical device businesses that had
stagnated to above market growth, and it is what I am committed to
achieving at Masimo.
Ironically, Mr. Kiani and his affiliated
directors have made the fear of “disruption” a central theme of
their campaign to maintain the status quo. This rings hollow to me.
As an experienced operator, I know that the continuation of the
problems listed above – in addition to the notion that if Mr.
Kiani’s affiliated directors view him as “irreplaceable,” they will
never feel like they can hold him to account – represent massively
greater risks than a majority of independent directors sitting on
the Board.
Over the last few months, I have had an
opportunity to get to know Darlene Solomon and Bill Jellison. They
are the type of objective, qualified and seasoned directors Masimo
needs – particularly at this critical juncture as the Company
advances the separation of the Consumer Business. The myriad
financial hurdles and nuanced IP transfers that need to be
navigated in order to ensure any potential transaction maximizes
value for shareholders, while positioning Masimo for success over
the long term, are areas where Darlene and Bill have direct
expertise. The Board would be lucky to have them.
I continue to believe Masimo’s best days are
in front of it. This is why I urge shareholders to support further
change and true independent oversight at Masimo’s upcoming 2024
Annual Meeting.”
Additional information can be found on
www.AdvanceMasimo.com.
***
Your vote is important, no matter how many
shares of Common Stock you own. We urge you to sign, date, and
return the WHITE universal proxy card today to vote FOR the
election of the Politan Nominees and in accordance with the Politan
Parties’ recommendations on the other proposals on the agenda for
the 2024 Annual Meeting.
If you have any questions, require assistance
in voting your WHITE universal proxy card or voting
instruction form, or need additional copies of Politan’s proxy
materials, please contact D.F. King using the contact information
provided here:
D.F. King & Co., Inc. 48 Wall
Street New York, New York 10005 Stockholders call
toll-free: (888) 628-8208 Banks and Brokers call: (212)
269-5550 By Email: MASI@dfking.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “believes,” “anticipates,” “plans,” “estimates,”
“projects,” “potential,” “targets,” “forecasts,” “seeks,” “could,”
“should” or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if any of the
underlying assumptions of Politan Capital Management LP (“Politan”)
or any of the other participants in the proxy solicitation
described herein prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Politan that the future plans, estimates or
expectations contemplated will ever be achieved.
Certain statements and information included herein may have been
sourced from third parties. Politan does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
Politan disclaims any obligation to update the information
herein or to disclose the results of any revisions that may be made
to any projected results or forward-looking statements herein to
reflect events or circumstances after the date of such information,
projected results or statements or to reflect the occurrence of
anticipated or unanticipated events.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Politan and the other Participants (as defined below) have filed
a definitive proxy statement and accompanying WHITE universal proxy
card or voting instruction form with the Securities and Exchange
Commission (the “SEC”) to be used to solicit proxies for, among
other matters, the election of its slate of director nominees at
the 2024 annual stockholders meeting (the “2024 Annual Meeting”) of
Masimo Corporation, a Delaware corporation (“Masimo”). Shortly
after filing its definitive proxy statement with the SEC, Politan
furnished the definitive proxy statement and accompanying WHITE
universal proxy card or voting instruction form to some or all of
the stockholders entitled to vote at the 2024 Annual Meeting.
The participants in the proxy solicitation are Politan, Politan
Capital Management GP LLC (“Politan Management”), Politan Capital
Partners GP LLC (“Politan GP”), Politan Capital NY LLC (the “Record
Stockholder”), Politan Intermediate Ltd., Politan Capital Partners
Master Fund LP (“Politan Master Fund”), Politan Capital Partners LP
(“Politan LP”), Politan Capital Offshore Partners LP (“Politan
Offshore” and, collectively with Politan Master Fund and Politan
LP, the “Politan Funds”), Quentin Koffey, Matthew Hall, Aaron
Kapito (all of the foregoing persons, collectively, the “Politan
Parties”), William Jellison and Darlene Solomon (such individuals,
collectively with the Politan Parties, the “Participants”).
As of the date hereof, the Politan Parties in this solicitation
collectively own an aggregate of 4,713,518 shares (the “Politan
Group Shares”) of common stock, par value $0.001 per share, of
Masimo (the “Common Stock”). Mr. Koffey may be deemed to own an
aggregate of 4,714,746 shares of Common Stock (the “Koffey
Shares”), which consists of 1,228 restricted stock units (the
“RSUs”) as well as the Politan Group Shares. Politan, as the
investment adviser to the Politan Funds, may be deemed to have the
shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the Politan Group Shares,
and, therefore, Politan may be deemed to be the beneficial owner of
all of the Politan Group Shares. The Record Stockholder is the
direct and record owner of 1,000 shares of Common Stock that
comprise part of the Politan Group Shares. Both the Politan Group
Shares and the Koffey Shares represent approximately 8.9% of the
outstanding shares of Common Stock based on 53,182,247 shares of
Common Stock outstanding as of June 13, 2024, as reported in
Masimo’s definitive proxy statement filed on June 17, 2024. As the
general partner of Politan, Politan Management may be deemed to
have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) all of the Politan
Group Shares and, therefore, Politan Management may be deemed to be
the beneficial owner of all of the Politan Group Shares. As the
general partner of the Politan Funds, Politan GP may be deemed to
have the shared power to vote or to direct the vote of (and the
shared power to dispose or direct the disposition of) all of the
Politan Group Shares, and therefore Politan GP may be deemed to be
the beneficial owner of all of the Politan Group Shares. Mr.
Koffey, including by virtue of his position as the Managing Partner
and Chief Investment Officer of Politan and as the Managing Member
of Politan Management and Politan GP, may be deemed to have the
shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) all of the Koffey Shares.
IMPORTANT INFORMATION AND WHERE TO FIND IT
POLITAN STRONGLY ADVISES ALL STOCKHOLDERS OF MASIMO TO READ ITS
DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH
PROXY STATEMENT AND OTHER PROXY MATERIALS FILED BY POLITAN WITH THE
SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC’S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT
AND OTHER RELEVANT DOCUMENTS, ARE ALSO AVAILABLE ON THE SEC
WEBSITE, FREE OF CHARGE, OR BY DIRECTING A REQUEST TO THE
PARTICIPANTS’ PROXY SOLICITOR, D.F. KING & CO., INC., 48 WALL
STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 STOCKHOLDERS CAN CALL
TOLL-FREE: (888) 628-8208.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240711622833/en/
Investor D.F. King & Co., Inc. Edward McCarthy /
Gordon Algernon / Dan Decea MASI@dfking.com
Media Dan Zacchei / Joe Germani Longacre Square Partners
dzacchei@longacresquare.com / jgermani@longacresquare.com
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