Politan Comments on Masimo’s Latest Attempt to Block a Fair Shareholder Vote

Rhea-AI Summary

Politan Capital Management, an 8.9% shareholder of Masimo (NASDAQ: MASI), has issued a statement regarding Masimo's recent legal actions. After having its motion for a preliminary injunction denied, Masimo asked the California Federal Court to invalidate Politan's current proxy card. This follows Masimo's unsuccessful attempt to delay the Annual Meeting. The court found Politan in contempt for prematurely disclosing the denial of Masimo's preliminary injunction request.

Politan claims Masimo has not made the court's orders easily accessible and has issued misleading press releases. To provide transparency, Politan has made relevant documents available on www.advancemasimo.com. Politan believes Masimo's actions could disenfranchise shareholders supporting Politan's nominees. Politan urges shareholders to vote using the WHITE universal proxy card for the election of its nominees, Darlene Solomon and William Jellison.

Positive

• Politan holds a significant 8.9% stake in Masimo, indicating substantial investor interest
• Court denied Masimo's motion for a preliminary injunction against Politan
• Court rejected Masimo's request to delay the Annual Meeting

Negative

• Politan was found in contempt by the court for prematurely disclosing information
• Ongoing legal disputes between Masimo and Politan may create uncertainty for shareholders
• Potential for shareholder disenfranchisement if Masimo's request to invalidate Politan's proxy card is granted

Shareholders Can Vote for Politan’s Independent Nominees, Darlene Solomon and William Jellison, on the WHITE Card and Can Visit www.AdvanceMasimo.com for Further Information

NEW YORK--(BUSINESS WIRE)-- Politan Capital Management (together with its affiliates, “Politan”), an 8.9% shareholder of Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI), today issued the following statement:

“With its motion for a preliminary injunction denied, Masimo pivoted this Saturday to asking the California Federal Court to effectively invalidate Politan’s current proxy card. This follows the Court’s hearing on Friday on Masimo’s request to delay the Annual Meeting. Masimo justifies these requests by claiming it has been greatly harmed by Politan having disclosed that the Court denied the Company’s request for a preliminary injunction on Thursday, when it was instead supposed to be unsealed Friday.

While the Court did not grant Masimo’s Friday efforts to delay the meeting, the Court did find Politan violated the sealing order and therefore was in contempt. Notably, Masimo has still not even made the Court’s orders readily accessible for shareholders and instead has issued multiple misleading press releases. We are making the Court’s orders and Masimo’s Saturday brief easily accessible here. This way, shareholders can get the facts and see Masimo’s requests:

On the website www.advancemasimo.com can be found:

1. The Court’s order denying Masimo’s motion for a preliminary injunction (which was unsealed on Friday).
2. The Court’s order holding Politan and Mr. Koffey in contempt for disclosing on Thursday that the Court had denied the preliminary injunction.
3. Masimo’s brief filed Saturday night in which it seeks to effectively invalidate Politan’s proxy card. We believe this would inject chaos into the upcoming Annual Meeting while disenfranchising shareholders that support Politan’s nominees.

We will continue to update shareholders as promptly as we are permitted.”

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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/20240915365007/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

Source: Politan Capital Management

FAQ

What is the current legal dispute between Politan and Masimo (MASI)?

Politan and Masimo (MASI) are in a legal dispute over proxy voting for Masimo's Annual Meeting. Masimo attempted to get a preliminary injunction against Politan, which was denied, and is now seeking to invalidate Politan's proxy card. Politan claims these actions could disenfranchise shareholders supporting their nominees.

Who are Politan's nominees for Masimo's (MASI) board?

Politan's nominees for Masimo's (MASI) board are Darlene Solomon and William Jellison. Politan is urging shareholders to vote for these independent nominees using the WHITE universal proxy card.

What percentage of Masimo (MASI) does Politan Capital Management own?

Politan Capital Management, together with its affiliates, owns an 8.9% stake in Masimo (MASI).

How can shareholders access information about the legal dispute between Politan and Masimo (MASI)?

Shareholders can access information about the legal dispute between Politan and Masimo (MASI), including court orders and Masimo's recent brief, on the website www.advancemasimo.com. Politan has made these documents available to provide transparency to shareholders.