IRVINE, Calif.–(BUSINESS WIRE)–Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a global leader in noninvasive monitoring technologies and audio products, today is sharing a summary of the core issues to consider in this contest for control of the Masimo Board and urging stockholders to vote “FOR” only Masimo’s Director Nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card.
“For more than 35 years, the team at Masimo has poured our heart and soul into driving innovations for patients and value for stockholders. We have internalized our stockholders’ feedback and we are changing – some of those changes have already been implemented and others are just around the corner, including the separation of our consumer business and expansion of our Board. This builds on the continued momentum we are driving across Masimo, as demonstrated by our strong second quarter results and recently announced strategic partnerships with companies such as Google and Qualcomm,” said Joe Kiani, Chairman and Chief Executive Officer of Masimo.
“We urge you not to trust Quentin Koffey to control this company – he is not qualified, he has no strategic plan, and he is not worthy of being trusted with your investment. After Quentin Koffey repeatedly sought to undermine Masimo’s progress, a federal court has now held Quentin Koffey in contempt and publicly confirmed that he has lied to stockholders and proxy advisory firms ISS and Glass Lewis. We deeply appreciate all of the time stockholders have spent with us to understand why this vote matters so much. There are just nine months until our next Annual Meeting when you will get to vote again on me and other non-Politan directors currently on the Board. Our interests are aligned with our stockholders’, and we will not let you down.”
Here is why stockholders should support Masimo’s nominees:
MASIMO’S MANAGEMENT TEAM AND NON-POLITAN DIRECTORS HAVE THE EXPERTISE NEEDED TO RUN THE BUSINESS AND DRIVE STOCKHOLDER VALUE.
CHANGE IS HAPPENING AT MASIMO, AND THE COMPANY WILL CONTINUE LISTENING TO STOCKHOLDERS.
ISS AND GLASS LEWIS BASED RECOMMENDATIONS ON POLITAN’S LIES; EGAN-JONES SUPPORTS MANAGEMENT IN ONLY PROXY ADVISORY FIRM RECOMMENDATION MADE AFTER MULTIPLE CORRECTIVE DISCLOSURES BY POLITAN AND QUENTIN KOFFEY.
INTEGRITY, CHARACTER AND EXPERTISE MATTER.
The Board believes, and analysts, industry experts, Egan-Jones and other third parties have affirmed, that a takeover by Politan and Quentin Koffey would destroy Masimo’s innovation engine, credibility, growth and stock price. The September 19, 2024 Annual Meeting is fast approaching, and stockholders’ votes matter. The Company urges stockholders to vote “FOR” Masimo’s director nominees, Joe Kiani and Christopher Chavez, on the updated GOLD proxy card to protect Masimo’s future and your investment.
For more information on how to protect the value of your investment at Masimo, visit www.ProtectMasimosFuture.com.
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Your Vote Is Important, Please Use The Updated GOLD Proxy Card Today! |
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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) |
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 newborns 3 and, when used for continuous monitoring with Masimo Patient SafetyNet ™ in post-surgical wards, reduce rapid response team activations, ICU transfers, and costs. 4-5 Masimo SET ® is estimated to be used on more than 200 million patients in leading hospitals and other healthcare settings around the world, 6 and is the primary pulse oximetry at all 10 top U.S. hospitals as ranked in the 2024 Newsweek World’s Best Hospitals listing. 7 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 https://professional.masimo.com/evidence/featured-studies/feature/.
References
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; changes to Masimo’s governance, including the composition of Masimo’s Board of Directors and Masimo’s plans to expand the Board; and the proposed separation of Masimo’s consumer business, including the status of ongoing discussions between Masimo and the other Potential JV parties, the proposed terms and structure of the Potential JV, the status of ongoing discussions between Masimo and other parties to the Potential JV, the ability of the parties to enter into a potential transaction, the terms of a potential transaction with such other parties to the JV and expectations around timing for receiving any term sheet and the potential binding nature of any such term sheet, the expectation that the Potential JV will maximize stockholder value or be the best path for success; and Masimo’s EPS targets and guidance. 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, (iii) the risk that the Potential JV may not be entered into or completed in a timely manner or at all; (iv) the failure to receive, on a timely basis or otherwise, any required approvals of the Potential JV by Masimo’s Board of Directors and/or regulatory authorities, (v) 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.
Non-GAAP Financial Measure
This communication discusses the Company’s non-GAAP consolidated EPS for the year ending December 28, 2024, which is a supplement to the corresponding measure prepared in accordance with GAAP. Management believes non-GAAP consolidated EPS is an important measure in the evaluation of the Company’s performance and uses this measure to better understand and evaluate its business. Non-GAAP consolidated EPS reflects adjustment for certain items that are described in the Company’s earnings press release for the quarter ended June 29, 2024, which was furnished on a Current Report on Form 8-K filed by the Company on August 6, 2024, and is available here: https://www.sec.gov/Archives/edgar/data/937556/000093755624000062/masi-20240806xex991.htm (the “Q2 Earnings Release”). Management believes that adjustments for these items assist investors in making comparisons of period-to-period operating results. Furthermore, management also believes that these items are not indicative of the Company’s on-going operating performance. This non-GAAP financial measure has certain limitations in that it does not reflect all of the costs associated with the operations of the Company’s business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measure presented by the Company may be different from the non-GAAP financial measures used by other companies.
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 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 filed a revised version of the Revised Proxy Statement with the SEC on August 22, 2024, which amended, superseded and replaced in its entirety the Revised Proxy Statement (the “Amended Revised Proxy Statement”). THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE AMENDED REVISED PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING UPDATED GOLD PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Amended 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 Amended Revised Proxy Statement, which can be found through the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/937556/000121390024071554/ea0206756-07.htm, and any changes thereto may be found in any amendments or supplements to the Amended 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.
APPENDIX
“For example, Masimo alleges that “Glass Lewis and ISS, [shareholder advisory firms], have already recommended Masimo stockholders vote their proxies in favor of the Politan slate, citing Defendants’ lies as the truth.” (FAC ¶ 262.) The evidence supports this allegation. (See e.g., ISS Report at 22, 33; Ex. 111 (“Glass Lewis Report”), at 12.) As these reports are tools for shareholders to use when deciding how to cast their vote, Masimo has shown, with particularity, how Politan’s false or misleading statements are likely to be an “essential link” in the accomplishment of Politan’s proposed transaction, the election of its Nominees. See Desaigoudar, 223 F.3d at 1022.”
“I think the fact that the Court has held the defendants in contempt is likely a factor that a reasonable shareholder would consider in considering the positions of the parties and evaluating their respective arguments in the shareholder fight.
Contacts
Investor Contact: Eli Kammerman
(949) 297-7077
ekammerman@masimo.com
Media Contact: Evan Lamb
(949) 396-3376
elamb@masimo.com
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