Politan Will Take All Necessary Action to
Ensure That the Annual Meeting Is Not Delayed Any Further Beyond
September 19 and Hopefully Is Held Sooner
Politan Capital Management (together with its affiliates,
“Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or
the “Company”) (NASDAQ: MASI), today responded to the Company’s
Board of Directors moving Masimo’s Annual Meeting of Stockholders
(the “Annual Meeting”), previously scheduled for July 25, 2024, to
September 19, 2024. Politan also commented on the Board bringing a
lawsuit in federal court against Politan and its founder and CIO
Quentin Koffey. Mr. Koffey is also a member of the Masimo
Board.
Mr. Koffey stated:
“On Monday, ISS wrote that Masimo, “has a
corporate governance track record that is firmly among the most
troubling of any modern public company,” and that CEO and Chairman
Joe Kiani, “has demonstrated that he has no regard for public
shareholders. He has been at the center of so many corporate
governance scandals and abuses that no credible argument exists to
the contrary.” Today’s actions are more of the same.
This is not about Politan’s proxy materials.
There are no misstatements. Politan has never had any contact with
“plaintiff’s counsel” involving litigation against Masimo and does
not even know what Mr. Kiani is referring to. The reality is that
moving the Annual Meeting – which was scheduled to be held in nine
days – back two months is nothing more than a desperate attempt to
prevent the voices of Masimo’s shareholders from being heard.
Despite Masimo’s bylaws and Delaware law requiring the Company hold
an Annual Meeting within 13 months of the last one, Mr. Kiani is
delaying the Annual Meeting to a date 15 months past the last
meeting, and he has calculated that the time it takes for Politan
to go to court and compel a meeting could allow him to get away
with such a substantial delay. As Politan made clear in a letter
sent to the Board on July 15, even if the Board truly wanted to
address the empty voting issue, there was no need for the meeting
to be rescheduled for any later than August 5.
Similar to the adoption of the entrenching
advance notice bylaws last year, when faced with the certainty that
he would lose a shareholder vote, Mr. Kiani has again resorted to
what a Delaware judge deemed “a phalanx of impediments…to the
exercise of the stockholder franchise.” Further, the retaliatory
legal action taken against Politan is another example of this and
is completely without merit. We are confident it will be defeated.
Denying shareholders a timely election and pursuing frivolous
litigation against a shareholder all in an effort to push off a
vote after the leading proxy advisory firms both supported Politan
only confirms that Mr. Kiani’s affiliated directors Bob Chapek and
Craig Reynolds are not independent and will support Mr. Kiani no
matter how detrimental his behavior is to Masimo.
Most importantly, Politan will take all
necessary action to ensure that the Annual Meeting is not delayed
any further beyond September 19 and hopefully is held sooner.
Ultimately, this last-gasp attempt to block shareholders’ rights
will fail – just like all the Board’s previous attempts over the
past two years. We look forward to moving past these misguided
distractions and helping to start a new chapter for Masimo.”
Politan encourages shareholders to review its presentation,
proxy materials and letter to shareholders, all of which are
available at www.AdvanceMasimo.com. Shareholders can support real
change at Masimo by voting on the WHITE proxy card FOR the election
of Darlene Solomon and William Jellison.
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/20240716523270/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)
過去 株価チャート
から 6 2024 まで 7 2024
Masimo (NASDAQ:MASI)
過去 株価チャート
から 7 2023 まで 7 2024
