Glass Lewis States That Politan’s Nominees
Represent a “Clear, Reasoned and Compelling Alternative to the
Status Quo”
Believes Investors Should Have “Little
Confidence” in Existing Board’s Ability to Advance Review of
Strategic Alternatives
Stresses that Politan’s Nominees “Would Go a
Long Way to Ensuring the Interests of All Investors Are Clearly and
Consistently Represented”
Politan Capital Management (together with its affiliates,
“Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or
the “Company”) (NASDAQ: MASI), today highlighted that leading proxy
advisory firm Glass, Lewis & Co. (“Glass Lewis”) has updated
its earlier report to reiterate its recommendation that
shareholders vote FOR the election of Politan’s nominees, Darlene
Solomon and Bill Jellison, to the Company’s Board of Directors (the
“Board”) at the Annual Meeting of Stockholders (the “Annual
Meeting”), set for September 19.
In its reaffirmation that urgent change is needed at the Annual
Meeting, Glass Lewis writes:1
Reiterating Its Recommendation for
Politan’s Nominees
- “[W]e remain decidedly concerned with the
efficacy of Masimo's status quo oversight architecture. We
further maintain investors should have exceedingly limited
confidence in the existing board's ability to credibly advance a
thoughtful and independent review of key strategic alternatives,
including a separation of Masimo's much maligned consumer
millstone.”
- “As an important bookend to the foregoing perspectives,
we also continue to believe Politan's
nominees — both of whom we consider credible and independent —
represent a sound substitute here, and would go a long way to
ensuring the interests of all investors are clearly and
consistently represented at a particularly critical juncture
for the Company.”
Refuting Masimo’s Claims That Politan
Wants Control
- “Indeed, we consider the only evident
change of control contemplated here is a tilt away from a board
governed by the preferences of CEO Joe Kiani and toward one
populated by a majority of independent directors.”
Dismissing Mr. Kiani’s Threats of
Disruption
- “[A]s it relates to the possible departure of a wider swathe of
Masimo employees, we find it rather disconcerting that the board
continues to rely on a speculative letter which subsequent filings
— including, among others, an internal Masimo email — suggest was
viewed as compulsory and coercive by an indeterminate number of
Masimo staff members.”
Rejecting Masimo’s Argument That
Politan Has Not Presented a Plan
- “[W]e consider the board's determination to reference the
prospectively harmful implications of ‘uncertainty around ...
Masimo's strategy’ to be a decidedly bold angle, given long-term
Masimo investors are still reeling from the legacy board's
willingness to endorse a costly non-core boondoggle from which the
Company has not yet recovered … Perhaps more alarming in this
context, Mr. Kiani has remained largely unrepentant regarding the
arrangement…”
- “[W]e would emphasize our view that the
board's position on the matter remains disingenuous in any
case. In particular, we consider Politan's materials have
regularly espoused an intended direction for Masimo, including: (i)
an orderly exit from the Company's consumer business … (ii)
reviewing Masimo's extant portfolio to identify potentially failed
or mismanaged products … and drive growth; and (iii) reviewing
Masimo's cost architecture to improve margins toward long-stated
but never achieved targets, in all cases while supporting strong
R&D spend girded by enhanced procedural architecture.”
Rebutting Masimo’s Argument That 2nd
Quarter Performance Is Validation
- “For the avoidance of doubt, we consider
Masimo's recent quarterly results and updated guidance continue to
leave no credible space for mixed messaging, as the consumer
health business — which, more two years on from the SU deal and
notwithstanding the central premise underpinning the original
value-destroying transaction, is expected to have $0 in revenue
impact in connection with a prospective separation — remains in an
unchecked tailspin. We thus do not see that an uptick in quarterly
performance by a core segment which Politan has regularly argued
should be Masimo's central focus proves to be a particularly
impressive bastion for the status quo here.”
Noting the California Litigation Has
Further Highlighted the Governance Failings of Masimo’s
Board
- “Just as notably, our original position
is arguably reinforced with reference to a litany of positions
taken by Masimo in the related proceeding which clearly failed to
gain traction.”
- “Among other things, we note the following: (i) Masimo failed to establish the spin-off was the idea of
Mr. Koffey, rather than Mr. Kiani, undermining a key
defensive narrative; (ii) Masimo failed to
establish Politan misrepresented the selection of advisors by the
special committee; (iii) Masimo failed to establish
Mr. Koffey attempted to expand his committee powers beyond the
bounds of the committee's authority to purposely craft a
non-viable term sheet; (iv) the Court concluded members of the
committee were ‘made aware’ of the terms underpinning the early
February 2024 term sheet, and that evidence shows such members,
‘even without being provided the term sheet, comprehended the
proposed terms of the spin-off’; (v) Masimo
failed to convincingly support the claim that Politan sought to
secretly secure information damaging to Masimo, which claim
Masimo continues to make, including as recently as September 15,
2024; (vi) the prior presentation of certain materials by CFO Micah
Young to the board ‘[did] not appear to be a budget’, reinforcing
concern that board-level information flows are atypical and
inadequate.; (vii) Mr. Kiani failed to provide the name of the
prospective joint venture partner to Mr. Koffey and Ms. Brennan,
despite having provided it to the remaining members of the board
weeks prior; and (viii) ‘from the Court's perspective, a
reasonable shareholder would be more concerned with [Mr.] Kiani
signing a term sheet, albeit a non-binding one, with a
potential joint-venture partner without consulting Masimo's
complete Board’ (emphasis added).”
Politan encourages shareholders to visit www.AdvanceMasimo.com
for more information.
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.
_________________________ 1 Permission to quote Glass Lewis was
neither sought nor obtained. Underlining added.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240917508744/en/
Investor Contact D.F. King & Co., Inc. Edward
McCarthy / Gordon Algernon / Dan Decea MASI@dfking.com
Media Contacts Dan Zacchei / Joe Germani Longacre Square
Partners dzacchei@longacresquare.com /
jgermani@longacresquare.com
Masimo (NASDAQ:MASI)
Historical Stock Chart
From Sep 2024 to Oct 2024
Masimo (NASDAQ:MASI)
Historical Stock Chart
From Oct 2023 to Oct 2024