Files Revised Definitive Proxy Materials and
Mails Letter to Stockholders
Urges Stockholders to Vote “FOR” Only Masimo’s
Director Nominees, Joe Kiani and Christopher Chavez, on the Updated
GOLD Proxy Card
Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a
global leader in noninvasive monitoring technologies and audio
products, today announced that it has filed revised definitive
proxy materials with the Securities and Exchange Commission in
connection with its upcoming Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on September 19, 2024. Stockholders of
record as of the close of business on August 12, 2024 are entitled
to vote at the Annual Meeting.
In connection with the filing of its revised definitive proxy
statement, Masimo is mailing a letter to stockholders highlighting
the successful execution of its strategy to deliver long-term,
sustainable growth and urging stockholders to vote “FOR” the
Company’s director nominees, Joe Kiani and Christopher Chavez, on
the updated GOLD proxy card.
The full text of the letter follows:
Dear Fellow Masimo Stockholders,
We are incredibly proud of the Company we
have built and are more confident than ever that Masimo’s best
years are ahead. Earlier this month, we reported strong second
quarter results that underscore our business momentum and position
Masimo to deliver sustainable growth.
Accelerating Momentum in Q2 and
Beyond
Do not give Politan control of your
company – they are not qualified to lead it. With our ongoing
successful execution of our core business, electing Politan’s
nominees would most certainly derail our sustainable growth
trajectory. We urge you to vote “FOR” Masimo’s director
nominees, Joe Kiani and Christopher Chavez, on the GOLD
proxy card today to protect the Company’s future and your
investment.
Masimo’s dedicated team of engineers and
med tech specialists are some of the best in the business.
Their innovations save lives, improve health outcomes and,
importantly, continue to lower the cost of healthcare. The team’s
strong execution translates into meaningful financial results, as
demonstrated in the second quarter. Among other accomplishments,
we:
- Dramatically strengthened our healthcare business,
growing the segment’s revenue by 23% year-over-year – including 35%
growth for our SET Pulse Oximetry consumables – and 9% over the
first half of the year. With a very strong quarter on top of a very
strong Q3 backlog, we raised full-year guidance for healthcare
revenue to 9% to 10% growth, reflecting growth of 10% in the second
half of 2024.
- Secured a record-breaking level of new hospital conversion
contracts amounting to $134 million in true incremental value,
increasing 28% versus last year and rising 34% sequentially. Our
consistently strong contracting over the last several quarters
points to a bright future with new levels of growth
opportunity.
- Delivered on our margin expansion initiatives and increased
our earnings power. Our healthcare gross margin improved 240
basis points year-over-year. We are well on our way to achieving
our goal of 30% operating margins as our R&D team continues to
focus on reducing costs and the transition of our sensor
manufacturing to Malaysia is tracking ahead of schedule. These
margin expansion initiatives support our commitment to double our
earnings per share to $8 in five years.
- Committed to separating our consumer business regardless
of whether that is through a joint venture or sale of consumer
audio alone or of consumer audio and consumer health together. We
will act decisively to execute on the option that best maximizes
value for our stockholders and puts us on the best path to achieve
our goal of doubling earnings per share in five years.
- Delivered consecutive quarters of strong cash flow and paid
down debt. We generated operating cash flow of $75 million in
the second quarter and $120 million year-to-date, which allowed us
to retire $93 million from our outstanding debt during the second
quarter. Whether or not a separation of our consumer business
results in cash proceeds to Masimo, with our strong cash flow, we
intend to eliminate our debt within 3 to 4 years.
Anchored by these solid financial results,
which reflect some of the best execution in the Company’s history,
we are building on Masimo’s value-defining track record of
innovation as the demand for our products continues to surge. Our
engineers are creating new devices that are in high demand, while
also working to reduce their costs as our management drives overall
execution. We recently secured FDA clearances of medical-grade
wearable technologies, introduced new product features that
redefine use-cases of Masimo products, and forged new partnerships
with clinicians that substantially broadened our hospital footprint
and improved patient care. Masimo is also essential to surgeries
around the world, reducing trauma mortality rates, providing
clinicians with the ability to monitor bleeding continuously,
ensuring newborns sleep safely, reducing the morbidity and
mortality associated with opiates, and helping physicians diagnose
and treat sepsis earlier to mitigate this leading cause of
death.
Significant Support from Industry
Experts
Independent industry experts and financial
analysts recognize the momentum being driven by our Board and
management team and believe in the opportunity ahead for Masimo.
Here’s what the experts have to say1:
BTIG (August 6, 2024)
- “…we continue to like the company's expanding installed base
and underlying demand in the core Healthcare business. We think the
W1 watch makes sense as part of a telemonitoring ecosystem, and
like the push towards a hospital-at-home care setting. The
long-range targets map a sustainable outlook that appropriately
balances revenue growth and spending…”
- “We are looking past this summer's noise and focusing on a
business that is returning to consistent beats-and-raises,
generating cash, and improving margins.”
Piper Sandler (August 6, 2024)
- “…we continue to think investors are best served focusing on
the sustainable improvement in healthcare business trends that are
unfolding real-time, which should be supporting a much higher
valuation on the RemainCo healthcare franchise than where shares
currently trade. As such, MASI is moving up our list of preferred
names, we’d be buyers of shares tomorrow…”
Stifel (August 6, 2024)
- “Looking beyond 2024, we are convinced that [PE] multiple
growth-accelerating and margin-expanding opportunities already
underway position Masimo positively to "unlock" a return to the
above-peer top- and bottom-line growth trajectory of the recent
past.”
- “Our positive fundamental outlook is based on…the continued
evolution and enhancement of Masimo's highly-differentiated product
portfolio, with multiple new product launches anticipated to mark
the company's 35-year anniversary.”
Stifel (April 14, 2024)
- “Our sense is that investors believe that if there would be a
proxy battle, Joe Kiani should remain Chairman and CEO given his
long innovation-centric track record, vision, and industry
presence."
Wells Fargo (August 7, 2024)
- “We view our [forward] multiple [valuation target] as
appropriate as we believe that the company is returning to a normal
growth rate in its core Healthcare business and is committed to
separating its Consumer business.”
Wolfe Research (August 6, 2024)
- “Hospital volume continues to exceed plan. Hospital conversion
contracts a record in quarter.”
- “We find it easier than ever to believe [Masimo’s] bull margin
run rate can show over the next 12-24 months.”
A Clear Choice to Protect Masimo’s
Future
Despite the successful execution of Masimo’s
strategy, accelerating momentum, and support from industry experts,
Politan is engaging in a campaign to impugn Masimo and its
leadership. Politan has offered no constructive ideas for the
business, refuses to work with management to build on our strong
momentum and arrive at the best possible separation of our consumer
business for stockholders, and does not have the expertise or
resources needed to advance our strategy effectively. In an attempt
to resolve this matter, your Board has made numerous settlement
proposals to Politan. Each of the Company’s good-faith proposals –
which included additional representation for Politan on the
Company’s Board – was rejected. It seems to us that Politan is more
interested in control than in Masimo’s growth and success.
Still, we are executing as a best-in-class
healthcare Company and remain committed to acting in the best
interests of our stockholders and our patients. We have so much
opportunity inherent in the business and a lot of momentum to
propel us forward. We urge you to vote “FOR” Masimo’s
director nominees, Joe Kiani and Christopher Chavez, on the
GOLD proxy card to protect the Company’s future and your
investment at our upcoming Annual Meeting of Stockholders to be
held on September 19, 2024. We look forward to your support.
Sincerely,
Craig Reynolds
Bob Chapek
Joe Kiani
For more information on how to protect the value of your
investment at Masimo, visit www.ProtectMasimosFuture.com.
Your Vote Is Important, Please
Use The Updated GOLD Proxy Card
Today!
Simply follow the easy
instructions on the enclosed updated GOLD proxy card to vote by internet or by
signing, dating, and returning the updated GOLD proxy card in the postage-paid envelope
provided. If you received this letter by email, you may also vote
by pressing the “VOTE NOW”
button in the accompanying email.
If you have previously voted on
the GOLD proxy card or voting
instruction form for the annual meeting previously scheduled on
July 25, 2024, your vote is no longer valid. To enable your votes
to be validly counted for the 2024 Annual Meeting, you must
resubmit your vote on the updated GOLD proxy card or voting instruction form
attached to the revised proxy statement for the 2024 Annual Meeting
now scheduled to be held on September 19, 2024.
If you have questions about how
to vote your shares, please call the firm assisting us with the
solicitation of proxies,
Innisfree M&A
Incorporated
1 (877) 456-3463 (toll-free
from the U.S. and Canada)
or
+1 (412) 232-3651 (from other
locations)
If you hold your shares in more
than one account, you will receive separate notifications. Please
be sure to vote ALL your
accounts using the updated GOLD
proxy card relating to each account.
About Masimo Masimo (NASDAQ: MASI) is a global medical
technology company that develops and produces a wide array of
industry-leading monitoring technologies, including innovative
measurements, sensors, patient monitors, and automation and
connectivity solutions. In addition, Masimo Consumer Audio is home
to eight legendary audio brands, including Bowers & Wilkins,
Denon, Marantz, and Polk Audio. Our mission is to improve life,
improve patient outcomes, and reduce the cost of care. Masimo SET®
Measure-through Motion and Low Perfusion™ pulse oximetry,
introduced in 1995, has been shown in over 100 independent and
objective studies to outperform other pulse oximetry technologies.1
Masimo SET® has also been shown to help clinicians reduce severe
retinopathy of prematurity in neonates,2 improve CCHD screening in
newborns3 and, when used for continuous monitoring with Masimo
Patient SafetyNet™ in post-surgical wards, reduce rapid response
team activations, ICU transfers, and costs.4-7 Masimo SET® is
estimated to be used on more than 200 million patients in leading
hospitals and other healthcare settings around the world,8 and is
the primary pulse oximetry at 9 of the top 10 hospitals as ranked
in the 2022-23 U.S. News and World Report Best Hospitals Honor
Roll.9 In 2005, Masimo introduced rainbow® Pulse CO-Oximetry
technology, allowing noninvasive and continuous monitoring of blood
constituents that previously could only be measured invasively,
including total hemoglobin (SpHb®), oxygen content (SpOC™),
carboxyhemoglobin (SpCO®), methemoglobin (SpMet®), Pleth
Variability Index (PVi®), RPVi™ (rainbow® PVi), and Oxygen Reserve
Index (ORi™). In 2013, Masimo introduced the Root® Patient
Monitoring and Connectivity Platform, built from the ground up to
be as flexible and expandable as possible to facilitate the
addition of other Masimo and third-party monitoring technologies;
key Masimo additions include Next Generation SedLine® Brain
Function Monitoring, O3® Regional Oximetry, and ISA™ Capnography
with NomoLine® sampling lines. Masimo’s family of continuous and
spot-check monitoring Pulse CO-Oximeters® includes devices designed
for use in a variety of clinical and non-clinical scenarios,
including tetherless, wearable technology, such as Radius-7®,
Radius PPG®, and Radius VSM™, portable devices like Rad-67®,
fingertip pulse oximeters like MightySat® Rx, and devices available
for use both in the hospital and at home, such as Rad-97® and the
Masimo W1® medical watch. Masimo hospital and home automation and
connectivity solutions are centered around the Masimo Hospital
Automation™ platform, and include Iris® Gateway, iSirona™, Patient
SafetyNet, Replica®, Halo ION®, UniView®, UniView :60™, and Masimo
SafetyNet®. Its growing portfolio of health and wellness solutions
includes Radius Tº®, Masimo W1 Sport, and Masimo Stork™. Additional
information about Masimo and its products may be found at
www.masimo.com. Published clinical studies on Masimo products can
be found at www.masimo.com/evidence/featured-studies/feature/.
References 1. Published clinical studies on pulse oximetry and
the benefits of Masimo SET® can be found on our website at
http://www.masimo.com. Comparative studies include independent and
objective studies which are comprised of abstracts presented at
scientific meetings and peer-reviewed journal articles. 2. Castillo
A et al. Prevention of Retinopathy of Prematurity in Preterm
Infants through Changes in Clinical Practice and SpO2 Technology.
Acta Paediatr. 2011 Feb;100(2):188-92. 3. de-Wahl Granelli A et al.
Impact of pulse oximetry screening on the detection of duct
dependent congenital heart disease: a Swedish prospective screening
study in 39,821 newborns. BMJ. 2009;Jan 8;338. 4. Taenzer A et al.
Impact of pulse oximetry surveillance on rescue events and
intensive care unit transfers: a before-and-after concurrence
study. Anesthesiology. 2010:112(2):282-287. 5. Taenzer A et al.
Postoperative Monitoring – The Dartmouth Experience. Anesthesia
Patient Safety Foundation Newsletter. Spring-Summer 2012. 6.
McGrath S et al. Surveillance Monitoring Management for General
Care Units: Strategy, Design, and Implementation. The Joint
Commission Journal on Quality and Patient Safety. 2016
Jul;42(7):293-302. 7. McGrath S et al. Inpatient Respiratory Arrest
Associated With Sedative and Analgesic Medications: Impact of
Continuous Monitoring on Patient Mortality and Severe Morbidity. J
Patient Saf. 2020 14 Mar. DOI: 10.1097/PTS.0000000000000696. 8.
Estimate: Masimo data on file. 9.
http://health.usnews.com/health-care/best-hospitals/articles/best-hospitals-honor-roll-and-overview.
Forward-Looking Statements This press release includes
forward-looking statements as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, in connection with the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, among others, statements
regarding the 2024 Annual Meeting of Stockholders (the “2024 Annual
Meeting”) of Masimo and the potential stockholder approval of the
Board’s nominees and Masimo’s earnings per share estimates and
targets; Masimo’s expectations to double earnings within five
years; Masimo’s operating margin targets and potential growth; the
potential paydown of Masimo’s debt and the expected timing thereof;
the proposed separation of Masimo’s consumer business, including
any potential joint venture, and the potential timing and structure
of any separation and the expectation that the proposed separation
will maximize stockholder value or be the best path for success.
These forward-looking statements are based on current expectations
about future events affecting Masimo and are subject to risks and
uncertainties, all of which are difficult to predict and many of
which are beyond Masimo’s control and could cause its actual
results to differ materially and adversely from those expressed in
its forward-looking statements as a result of various risk factors,
including, but not limited to (i) uncertainties regarding future
actions that may be taken by Politan in furtherance of its
nomination of director candidates for election at the 2024 Annual
Meeting, (ii) the potential cost and management distraction
attendant to Politan’s nomination of director nominees at the 2024
Annual Meeting and (iii) factors discussed in the “Risk Factors”
section of Masimo’s most recent periodic reports filed with the
Securities and Exchange Commission (“SEC”), which may be obtained
for free at the SEC’s website at www.sec.gov. Although Masimo
believes that the expectations reflected in its forward-looking
statements are reasonable, the Company does not know whether its
expectations will prove correct. All forward-looking statements
included in this press release are expressly qualified in their
entirety by the foregoing cautionary statements. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of today’s date. Masimo does not undertake any
obligation to update, amend or clarify these statements or the
“Risk Factors” contained in the Company’s most recent reports filed
with the SEC, whether as a result of new information, future events
or otherwise, except as may be required under the applicable
securities laws.
Additional Information Regarding the 2024 Annual Meeting of
Stockholders and Where to Find It On August 15, 2024, the
Company filed a revised version of its 2024 proxy statement (the
“Revised Proxy Statement”) and has mailed the Revised Proxy
Statement to its stockholders of record as of the new August 12,
2024 record date for the 2024 Annual Meeting. Any votes submitted
by Masimo stockholders in connection with the 2024 Annual Meeting
on the prior to the filing of the Revised Proxy Statement will not
be counted and previous proxies submitted will be disregarded, and
therefore, all stockholders will need to resubmit their votes, even
if they have previously voted. THE COMPANY’S STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE REVISED PROXY STATEMENT (AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD
PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may
obtain the Revised Proxy Statement and any amendments or
supplements thereto and other documents as and when filed by the
Company with the SEC without charge from the SEC’s website at
www.sec.gov.
Certain Information Regarding Participants The Company,
its directors and certain of its executive officers and employees
may be deemed to be participants in connection with the
solicitation of proxies from the Company’s stockholders in
connection with the matters to be considered at the 2024 Annual
Meeting. Information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company’s directors and
executive officers in the Company is included in the Revised Proxy
Statement, which can be found through the SEC’s website at
https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000121390024069369/ea0206756-06.htm,
and any changes thereto may be found in any amendments or
supplements to the Revised Proxy Statement and other documents as
and when filed by the Company with the SEC, which can be found
through the SEC’s website at www.sec.gov.
Disclaimer The Company has neither sought nor obtained
the consent from any third party to use any statements or
information contained in this press release that have been obtained
or derived from statements made or published by such third parties.
Any such statements or information should not be viewed as
indicating the support of such third parties for the views
expressed herein.
1 Permission to use quotations was neither sought nor obtained.
Refer to the information under the heading “Disclaimer” above for
additional considerations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240814925092/en/
Investor Contact: Eli Kammerman (949) 297-7077
ekammerman@masimo.com Media Contact: Evan Lamb (949)
396-3376 elamb@masimo.com
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