Politan Capital Management (together with its affiliates,
“Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or
the “Company”) (NASDAQ: MASI), issued a comment from its co-counsel
– Schulte Roth & Zabel (“SRZ”) and Munger, Tolles & Olson
(“Munger”) – in the California federal court case brought by Masimo
seeking to block Politan from voting the proxies it collects.
Michael Swartz, Co-Chair of SRZ’s Litigation Group, and Bethany
Kristovich, a litigation partner at Munger, stated:
“We respectfully disagree with the Court’s
ruling that Politan violated a sealing order. It was our
understanding that while the contents of the order were under seal,
the outcome of the motion was not. Both of our firms understood
that Politan could announce the outcome of the motion, and both of
our firms reviewed and approved Politan’s September 12 press
release before it was issued. While we do not agree with the
Court’s ruling, we appreciate that the Court denied Masimo’s
efforts today to prevent Politan from voting, and denied without
prejudice Masimo’s attempt today to further delay the upcoming 2024
Annual Meeting of Stockholders.”
###
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 that vested on June 26, 2024 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 8.8% of the outstanding shares of Common
Stock based on 53,478,694 shares of Common Stock outstanding as of
August 12, 2024, as reported in Masimo’s revised definitive proxy
statement filed on August 15, 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/20240913275028/en/
Investor Contact D.F. King & Co., Inc. Edward
McCarthy emccarthy@dfking.com Media Contacts Dan Zacchei /
Joe Germani Longacre Square Partners dzacchei@longacresquare.com /
jgermani@longacresquare.com
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