Highlights Risk to Continued Momentum and
Innovation if Politan Gains Board Control
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 mailed a letter to stockholders in connection with
its upcoming Annual Meeting of Stockholders (the “Annual Meeting”)
to be held on September 19, 2024, highlighting the Company’s
commitment to long-term value creation and the risks to its
continued momentum and innovation if Politan were to gain control
of the Company’s Board of Directors.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240826479438/en/
Politan Has Failed to Add Value (Graphic:
Business Wire)
Masimo is urging stockholders to vote “FOR” the Company’s
director nominees, Joe Kiani and Christopher Chavez, on the updated
GOLD proxy card to protect the Company and the value of
their investment. Stockholders of record as of the close of
business on August 12, 2024 are entitled to vote at the Annual
Meeting.
The full text of the letter follows:
Dear Fellow Masimo Stockholders,
The vote at Masimo’s upcoming Annual Meeting
on September 19, 2024 is critically important. We recognize you
have heard opposing views from us and from Politan Capital
Management, who is seeking to gain control of your company. As we
urge you to vote “FOR” Masimo’s director nominees – Joe
Kiani and Christopher Chavez – on the updated GOLD proxy
card today, we want to outline as clearly as possible why this vote
matters so much and reiterate our commitment to continued
stockholder value creation.
WHY THIS VOTE MATTERS: Preserving our
leadership team and engineers is paramount to our continued
success.
Over the past 35 years, Masimo has delivered
outstanding innovations and established itself as a partner of
choice for today’s leading healthcare providers. Our successes
result from an unrelenting focus on our mission, consistent hard
work across our highly skilled employee base, and the visionary
leadership and significant expertise embodied by our CEO and
management team. By way of example, Mr. Kiani has overseen more
than 4,000 patent filings, 900 of which name him as an
inventor.
As we build on Masimo’s strong second quarter
and pursue opportunities to increase profitability and capitalize
on strong product demand, diligent execution and oversight by our
leadership team are more important than ever. Customer
relationships with our senior management are key to maintaining our
portfolio expansion strategy while increasing market share gains.
By contrast, Politan has never invested in a medical technology
company before and has no known relationships with Masimo
customers.
Mr. Kiani has been clear about his intentions
to depart the Company should Politan gain control of the Board –
with independent industry experts acknowledging the significant
risk this poses to Masimo stakeholders1:
- “Mr. Kiani is unbelievable in the number of achievements,
innovations that he has created for Masimo. The damage to Masimo
will be enormous if he leaves Masimo but the loss to humanity and
our patients will be irreparable.”2
- “[Masimo] is a global company with a global influence on the
health and well being of millions of users of its technology… As a
recognised global leader with a track record in patient safety and
medical policy leadership I cannot believe that a company with such
an exemplary position that Masimo currently enjoys would even
contemplate losing such a leader as Joe Kiani.”3
- “I am an anesthesiologist with a long career that has seen Mr.
Kiani and Masimo make impactful contributions to perioperative
medicine and patient safety… Over the years, Mr. Kiani has expanded
the impact of Masimo on population health... And Masimo is
well-poised to be a major force in an exciting future of healthcare
regarding untethered, continuous monitoring of patients in the
hospital and an emerging trend ‘the hospital at home’.”4
Similarly, Masimo’s COO, Bilal Muhsin, has
declared his intent to resign if Politan gains control of the
Board, and more than three hundred other employees, including
senior executives, have expressed that they may follow suit. With
its continuous mischaracterizations of Masimo’s business practices,
Politan has sown mistrust across the Company’s workforce regarding
its intentions.
As you consider your vote, please remember
that handing control to Politan risks driving a mass exodus of
critical leadership and talent5, creating disruption at a pivotal
time for the business, derailing our sustainable growth trajectory
and destroying future value.
MASIMO’S COMMITMENT TO CONTINUED VALUE
CREATION: We are driving strong results and pursuing portfolio
changes our stockholders have expressed they want, including the
separation of our consumer business.
Masimo today is advancing a clear value
creation strategy as we continue to gain market share, reduce
costs, secure FDA approvals and innovate across both new and
existing products. As demonstrated by our recent financial results,
Masimo is experiencing historic growth and has strong forward
momentum.
In 2Q24, Masimo, among other things:
- Achieved 22% growth in healthcare revenue year-over-year, and
9% in the first half of 2024;
- Won record-breaking levels of new hospital contracts;
- Made significant progress towards a 30% operating margin;
and
- Materially raised the full-year GAAP consolidated EPS guidance
range to $1.74 to $1.89, and the non-GAAP consolidated EPS guidance
range to $3.80-$4.006, affirming that the Company is on track to
achieve our goal of doubling EPS to $8 in the next five years.
The core business is performing extremely
well at this time, and it would be unfortunate to see this progress
halted. Meanwhile, while Politan claims to have experience
overseeing companies to the benefit of stockholders, the facts show
that Politan actually has a very poor track record in this regard.
Centene and Azenta, two other Politan targets, have failed to
realize an increase in stockholder value since Politan’s
intervention. As for Masimo, our team has continued to forge ahead
despite the ongoing distractions that Politan continues to create
for the leadership team.
To bolster our growth prospects and in
response to what we have heard directly from stockholders, we
are working with our financial advisor, Morgan Stanley, to actively
evaluate the optimal structure for a potential separation of our
consumer business. We had initially been pursuing a joint
venture opportunity and we continue to discuss this option, but now
that the related exclusivity period has concluded, we are now also
engaged in parallel discussions with other parties who have reached
out and expressed interest in the consumer audio business. While we
cannot predict the exact timing for an outcome with respect to
these discussions, we are committed to maximizing stockholder value
while also protecting the Company’s valuable intellectual property.
Masimo’s intellectual property will not be licensed to another
party without the unanimous approval of the Board.
Despite Masimo’s strong momentum and track
record of success under current management, Politan is waging a
proxy campaign that threatens to derail the important work
underway. Politan has shown no appetite for compromise and instead
continues to put its own desire for control of the Company above
the best interests of its stockholders.
We urge you 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. We look forward to your support and do not take it for
granted.
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; 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
proposed separation of Masimo’s consumer business, including any
potential joint venture or any other potential separation of
Masimo’s consumer business, the status of ongoing discussions
between Masimo and other potential joint venture partners or
acquirors of its consumer business, 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.
Non-GAAP Financial Measure This press release 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
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 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 is
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.
1 Permission to use quotations was neither sought nor obtained.
Refer to the information under the heading “Disclaimer” below for
additional considerations. 2 Michael Ramsay MD. FRCA, Chair
Emeritus, Department of Anesthesiology and Pain Management at
Baylor University Medical Center. July 22, 2024. 3 Professor Mike
Durkin; OBE MBBS FRCA FRCP DSc; Senior Advisor, Patient Safety
Policy and Leadership; Academic Director, WHO Global Patient Safety
Collaborative; Chair, Patient Safety Movement Foundation; Chair,
NIHR Patient Safety Research Collaborative Network; Institute of
Global Health Innovation; Imperial College London. July 21, 2024. 4
Daniel J. Cole, MD. President, Anesthesia Patient Safety
Foundation. July 22, 2024. 5 Bilal Mushin Conditional Resignation.
June 26, 2024; Letters from Masimo Senior Management 1 & 2.
June 24, 2024; Letter from Masimo Healthcare Engineering;
https://protectmasimosfuture.com/. 6 Represents a non-GAAP
financial measure. Refer to the heading “Non-GAAP Financial
Measure” below for additional detail. 7 TSR reflects
dividend-adjusted total return percentage as of 8/23/2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240826479438/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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