Masimo Issues Statement Following Court’s Order Holding Politan and Quentin Koffey in Contempt and Finding Politan Made False Statements to Stockholders

Rhea-AI Summary

Masimo (NASDAQ: MASI) issued a statement following two rulings by the U.S. District Court for the Central District of California. The court found Politan Capital Management LP and Quentin Koffey in contempt for violating a court order on September 12, 2024, and determined that Politan made false and misleading statements to stockholders. The court stated that these actions should be considered by stockholders when evaluating proxy votes for the upcoming 2024 Annual Meeting.

The court also found that Politan's false statements improperly influenced recommendations by ISS and Glass Lewis. However, Egan-Jones, after reviewing post-litigation discovery facts, recommended voting for Masimo's director nominees. Masimo urges stockholders to vote 'FOR' Joe Kiani and Christopher Chavez on the updated GOLD proxy card to protect the company's future.

Positive

• Egan-Jones recommends voting for Masimo's director nominees after reviewing post-litigation facts
• Masimo commits to separating consumer business and expanding the Board with more independent directors

Negative

• Court finds Politan and Quentin Koffey in contempt of court
• Politan found to have made false and misleading statements to stockholders
• Politan's false statements improperly influenced ISS and Glass Lewis recommendations

Insights

Legal Expert

The court's ruling against Politan and Quentin Koffey is a significant legal development with potential implications for Masimo's governance. The finding of contempt and false statements is exceptionally rare in corporate disputes, highlighting the severity of the situation. This ruling could substantially impact shareholder perception and voting decisions.

The court's decision not to issue an injunction, despite the findings, is noteworthy. It suggests that while Politan's actions were deemed improper, the court didn't find sufficient evidence of immediate economic harm to Masimo. This nuanced outcome leaves room for interpretation regarding the long-term consequences for both parties.

Legally, this ruling strengthens Masimo's position in the proxy fight, potentially influencing institutional investors and proxy advisory firms. However, the ultimate impact on shareholder voting remains to be seen, as the court's decision doesn't directly dictate voting outcomes.

Corporate Governance Analyst

This legal development raises serious concerns about Politan's corporate governance practices. The court's finding of false and misleading statements to stockholders is a red flag for investors considering Politan's bid for control. It undermines Politan's credibility and ability to effectively govern Masimo if successful in their proxy contest.

Masimo's commitment to separate its consumer business and expand the board with independent directors demonstrates responsiveness to shareholder concerns. This proactive approach, contrasted with Politan's legal troubles, could sway undecided shareholders in Masimo's favor.

The divergence in proxy advisory firm recommendations, with Egan-Jones supporting Masimo's nominees after reviewing post-litigation facts, highlights the importance of timely and accurate information in corporate governance decisions. This situation underscores the need for shareholders to carefully scrutinize all available information before casting their votes.

Investor Relations Specialist

This legal ruling presents a complex communication challenge for both Masimo and Politan. Masimo must carefully leverage this legal victory without appearing overly aggressive, focusing on the integrity of their leadership and their commitment to shareholder value.

For Politan, this setback requires a significant reputation management effort. They need to address the court's findings transparently while refocusing attention on their vision for Masimo's future. The effectiveness of their response could be important in maintaining support from shareholders who may be wavering after this news.

The divergent recommendations from proxy advisory firms add another layer of complexity. Shareholders will likely scrutinize these recommendations more closely given the court's findings about the influence of false statements on earlier recommendations. This situation emphasizes the importance of direct, transparent communication between companies and their shareholders, especially in contested situations.

Finding of Contempt is an Extraordinary and Severe Remedy

Court Finds Politan’s False Statements Improperly Influenced ISS and Glass Lewis Recommendations; Egan-Jones Recommends “FOR” Both of Masimo’s Director Nominees Following Multiple Corrective Disclosures by Politan

Court States a Reasonable Stockholder Would Consider Politan’s and Quentin Koffey’s Contempt when Evaluating Proxy Vote

IRVINE, Calif.--(BUSINESS WIRE)-- Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), a global leader in noninvasive monitoring technologies and audio products, today issued a statement following two rulings by the U.S. District Court for the Central District of California (“the Court”): one that finds Politan Capital Management LP (“Politan”) and Quentin Koffey are in contempt of court in connection with their September 12, 2024 violation of a court order, and another that finds Politan made false and misleading statements to stockholders.

At the hearing, the Court stated that a reasonable stockholder would consider Politan’s and Quentin Koffey’s contempt when evaluating the arguments of both parties ahead of the upcoming 2024 Annual Meeting.

In its ruling on Masimo’s motion, which has now been made public, the Court also found that Politan and Quentin Koffey actively and repeatedly disseminated materially false and misleading statements to Masimo stockholders. The Court’s ruling confirms that Quentin Koffey and Politan, who are seeking control of Masimo, have been dishonest with stockholders.

Additionally, the Court found that Politan’s false statements improperly influenced the recommendations made to stockholders by ISS and Glass Lewis.¹ Notably, Egan-Jones, the sole proxy advisory firm to issue its recommendation following access to and review of post-litigation discovery facts and Politan’s corrections, has recommended that stockholders vote in favor of only Masimo’s director nominees – Joe Kiani and Christopher Chavez.

The Court did not issue an injunction because Masimo did not sufficiently plead economic loss as a result of Politan’s false and misleading statements and in light of Politan’s corrective disclosures made in response to the litigation.

Politan’s and Quentin Koffey’s September 12^th press release, for which they have now been held in contempt, falsely implied that the preliminary injunction was denied because Masimo’s “allegations did not hold up in court.” This is yet another example of Politan’s attempts to mislead Masimo stockholders.

The Company stated, “Today’s rulings further validate our view that Politan and Quentin Koffey are not qualified to lead Masimo. They do not have a plan for the business or the leadership team, and lack relevant expertise needed to build on our financial momentum. And, today, a federal Judge held them in contempt of court. This underscores a clear lack of integrity and commitment to operating in an ethical manner. In contrast, Masimo has always acted with integrity, keeping the best interests of patients and stockholders at the forefront of our thinking. To that end, Masimo has made concrete commitments to usher in changes that stockholders have said they want, including separating our consumer business and expanding the Board with more independent directors. Change is happening at Masimo, and we are proving that through our actions, not just our words.”

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.

Your Vote Is Important, Please Use The Updated GOLD Proxy Card Today!

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

1. Published clinical studies on pulse oximetry and the benefits of Masimo SET ^® can be found on our website at 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. 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.
5. 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. 2021; 17(8):557-561.
6. Estimate: Masimo data on file.
7. As ranked in the 2024 Newsweek World’s Best Hospitals listing, available at https://www.newsweek.com/rankings/worlds-best-hospitals-2024/united-states.

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 any potential joint venture or any other potential separation of Masimo’s consumer business. 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.

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.

________________________
^[1] Order on Motion for Preliminary Injunction, Masimo Corp. v Politan Cap. Mgmt. LP, et al., Case No. 24-cv-1568, (C.D. Cal. July 15, 2024) (September 11, 2024) at 43.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240913518140/en/

Investor Contact: Eli Kammerman

(949) 297-7077

ekammerman@masimo.com



Media Contact: Evan Lamb

(949) 396-3376

elamb@masimo.com

Source: Masimo Corporation

FAQ

What did the U.S. District Court rule regarding Politan and Quentin Koffey in relation to Masimo (MASI)?

The U.S. District Court found Politan Capital Management LP and Quentin Koffey in contempt of court for violating a court order on September 12, 2024, and determined that Politan made false and misleading statements to Masimo (MASI) stockholders.

How did the court's ruling affect proxy advisory firm recommendations for Masimo (MASI)?

The court found that Politan's false statements improperly influenced recommendations by ISS and Glass Lewis. However, Egan-Jones, after reviewing post-litigation discovery facts, recommended voting for Masimo's (MASI) director nominees.

What actions is Masimo (MASI) taking in response to stockholder concerns?

Masimo (MASI) has committed to separating its consumer business and expanding the Board with more independent directors in response to stockholder concerns.

Who are Masimo's (MASI) recommended director nominees for the 2024 Annual Meeting?

Masimo (MASI) is urging stockholders to vote 'FOR' Joe Kiani and Christopher Chavez as director nominees for the 2024 Annual Meeting.