Masimo Corp

NASDAQ:MASIUnited States

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.

likely never will: The unique set of circumstances at Masimo requires a unique level of urgency. Consider the following: -- We believe Mr. Kiani's proposed separation of the consumer business presents a clear and imminent threat to shareholder value: Following the 2024 Annual Meeting, Mr. Kiani may enter into an irreversible separation of Masimo's consumer business with permanent negative valuation implications. Blue-chip investment bank Centerview Partners, which was hired to advise the Special Committee evaluating the separation, submitted a declaration stating that it advised the directors on the committee that the separation of IP proposed by Mr. Kiani would create a "negative valuation overhang," and that if a separation were to proceed on such terms, it would "decrease value for Masimo shareholders." Further, Glass Lewis stated that the "functionally unchecked separation effort spearheaded by Mr. Kiani" could "place the interests of Mr. Kiani well above those of the Company and its shareholders." As well, when commenting on how immaterial Masimo's allegation was, the Court wrote, "From the Court's perspective, a reasonable shareholder would be more concerned with Kiani signing a term sheet, albeit a non-binding one, with a potential joint-venture partner without consulting Masimo's complete Board." -- Mr. Kiani's disruption keeps getting worse: Over five years, Masimo stock has underperformed peers by nearly 100% and the stock has collapsed by 40% or more on multiple occasions, the Company has consistently missed financial targets, received multiple DOJ subpoenas regarding its recall processes, an SEC subpoena regarding accounting allegations by multiple employees and whistleblower lawsuits involving 16 former employees. Meanwhile, Mr. Kiani has continually sought a separation that risks permanently impairing Masimo, was aware of a scheme to deprive shareholders of their voting rights and launched frivolous litigation (using shareholders' resources) intended to preserve his control. Without independent board oversight, shareholders will be left asking, what is next? -- The Masimo Board has a track record of broken governance and empty promises: The issues harming the Company and its stakeholders are not new. As ISS noted, "[Masimo] has a corporate governance track record that is firmly among the most troubling of any modern public company." For over a decade, shareholders have made their desire for better governance and accountability clear with votes against directors and compensation that rank among the very bottom of any public company in the U.S. Instead, the Company has consistently responded with promises that aren't fulfilled and potential that goes unrealized. For example, over a decade ago and again last year before the 2023 Annual Meeting, Masimo promised to expand the Board to at least seven members, yet today it remains at five. As well, last year Masimo promised shareholders in the run up to the Annual Meeting to improve governance and that the business was doing great. Weeks later, Masimo reported an unprecedented collapse in revenues that led to a 50% stock price decline and went on to block any effort by Mr. Koffey and Ms. Brennan to improve oversight. Without a majority of independent directors, this pattern will continue. -- If Mr. Kiani remains in control of Masimo's Board, we believe that he intends to continue to pursue frivolous litigation in an effort to make the cost of defending itself too onerous for Politan to remain on the Board: For more than two years, we have navigated a "phalanx of impediments"8 to our efforts at Masimo -- incurring immense costs in the process. We believe Mr. Kiani and his affiliated directors have demonstrated that if we are not able to ensure a majority of independent Board members, they will stop at nothing to remove any shred of independence from Masimo's boardroom. We estimate that Company spending against Politan has climbed to $75M as of the end of second quarter of this year. The cost of defending ourselves against such frivolous litigation is immense and unsustainable; we believe that is precisely why Mr. Kiani pursues it. -- Politan's nominees would bring critically needed expertise to Masimo's boardroom: We worked with an independent, nationally recognized executive search firm to identify two directors that have no pre-existing relationship with Politan or Masimo and who bring crucial expertise that is sorely needed on the Board: -- Dr. Darlene Solomon, former CTO of Agilent Technologies, Inc. (NYSE: A), brings deep expertise in R&D strategy, a successful public board track record and experience overseeing three large scale, successful separation transactions requiring critical expertise in the division of IP and retention of technical talent. She is ideally suited to help Masimo navigate a separation of its Consumer Business and the associated IP division and technical talent retention matters in a manner that maximizes value. She can also support the Company in aligning its product portfolio and R&D pipeline to realize its long-term growth potential. -- William (Bill) Jellison, former CFO of Stryker Corporation (NYSE: SYK), brings deep medical technology executive capability, successful public board experience and a strong track record of value-creating capital allocation including significant transaction expertise. He is ideally suited to chair the Audit Committee amidst an SEC investigation into accounting, as Masimo has not had an experienced audit chair in over five years, and could help oversee cost structure optimization efforts and the alignment of spending to long-term growth plans. -- As Glass Lewis stated: "...[W]e ultimately find both Mr. Jellison and Dr. Solomon to be highly credible and capable candidates bringing appropriate industry expertise, potentially critical M&A/IP knowledge and reasonable public board experience (including relevant committee service). We believe there is suitable cause to conclude these nominees will act independently and that neither candidate is beholden to the interests of Politan or Quentin Koffey."

Shareholders Can Vote for Politan's Independent Nominees, Darlene Solomon and William Jellison, on the WHITE Card and Can Visit www.AdvanceMasimo.com for Further Information
NEW YORK--(BUSINESS WIRE)--September 15, 2024--