Masimo Provides Facts, Exposes False Narratives in Response to Latest Politan Fictions
The Company urges investors to choose Masimo’s commitment to transparency and value creation over what it believes are Politan’s fabrications and deflections by voting FOR Masimo nominees
Included below are examples of quotes and assertions by Politan that Masimo strongly believes are false and misleading, set against Masimo’s explanation of the true facts and clear explanations. For more information on why the Company believes Politan should not be rewarded with votes for its candidates when it is providing stockholders with inaccurate, incomplete and misleading information in an effort to gain control of Masimo, please visit www.ProtectMasimosFuture.com.
“A lie gets halfway around the world before the truth has got its boots on”
In a desperate attempt to divert shareholders’ attention from the absence of a clear plan, we believe that Politan continues to misdirect to cover up their own failures.
1. Politan Fiction: Politan’s nominees are “unquestionably qualified and independent” and had “no prior relationship with Politan” and were “found via nationally recognized, third-party search firm”
MISDIRECTION: Politan is attempting to shift the focus away from Masimo’s independent and highly experienced directors. Except for the Politan Board members, Masimo’s Board has deep and relevant expertise, having led numerous public companies – as CEOs and directors.
FACTS:
Dr. Solomon’s technical expertise (Chemistry) is not relevant to Masimo and she does not meet the director search specification that Masimo’s Nominating Committee – which includes Politan’s
POLITAN’S FAILURE: Even Politan concedes it has not nominated truly independent directors and its nominees will vote as a bloc, telling shareholders that a “split vote would create a deadlocked board that cannot affirmatively act.”
2. Politan Fiction: “Mr. Kiani is pursuing the transaction today with a single counterparty and no actual Board oversight” and the transaction “raises the exact same IP concerns and similar related party concerns the Special Committee objected to”
MISDIRECTION: Politan is diverting attention from the fact
FACTS:
The IP framework Masimo proposed to the potential JV partner matches what
The Special Committee also did not object to “related party concerns,” as Politan claims. The Special Committee was set up specifically to deal with the related party issues inherent in the terms agreed by
POLITAN’S FAILURE:
3. Politan Fiction: “Cercacor was the last time
MISDIRECTION: Politan is once again ignoring the fact that
FACTS: The separation of Masimo and Cercacor was completed in 1998, nearly a decade before Masimo went public, and was fully disclosed in the S-1 and subsequent materials. In 1996, Masimo was considering going public and one of its new investors who had visitation rights to Board meetings proposed a separation because he and other investors were not attributing any value to Masimo’s noninvasive blood constituent monitoring technology (released several years later as rainbow) as it had not yet produced revenue and required significant R&D investments.
POLITAN’S FAILURE: Nothing about the Cercacor transaction, which was completed more than 20 years ago, had any bearing on Mr. Koffey’s inability to deliver the simple objectives of the Special Committee.
4. Politan Fiction: “No information on R&D, COGS, or SG&A beyond public disclosures” which Politan claims justifies the Politan directors’ refusal to sign the Masimo’s Form 10-K and approve earnings releases
MISDIRECTION: Politan is simply fabricating excuses to mask their failures on the Board.
FACTS: Politan’s false claims regarding the directors’ access to information were addressed in Masimo’s previous press releases dated
POLITAN’S FAILURE: Despite having requested an exorbitant number of documents, and having received those documents, the Politan directors were still unable to fulfill even the most basic director duties like signing the Form 10-K and approving quarterly reports. Indeed, it appears to us that
5. Politan Fiction: “Corporate Jet Travel Appears Overwhelmingly for Personal Use, Even During Periods of Crisis for Company”
MISDIRECTION: Politan is diverting attention from the fact that it doesn’t understand the business or the industry in which we operate.
FACTS: Mr. Kiani’s corporate jet travel is overwhelmingly for business use, and
Politan wrongly characterizes a number of business trips as vacations. For example, Mr. Kiani’s trip to
POLITAN’S FAILURE: In 12 months on the Board, including numerous executive sessions and audit committee meetings without
6. Politan Assertion: “CEO has lowest employee approval rating of any peer, evidencing beleaguered employee culture”
MISDIRECTION: Politan is shifting the focus from their unqualified CEO replacement,
FACTS:
POLITAN’S FAILURE: Politan’s stop-gap measure, appointing
7. Politan Assertion: The Board was not timely notified of the DOJ and
MISDIRECTION: Politan is attempting to turn the focus away from their inexperience in the Boardroom.
FACTS: Masimo received the first DOJ subpoena relating to its Rad-G and Rad-97 devices on
POLITAN’S FAILURE: Despite having been provided an exorbitant amount of information both by at request and in the Board’s proper functioning,
8.
MISDIRECTION: Politan is trying to shift attention away from Mr. Chavez’s strong qualifications.
FACTS:
POLITAN’S FAILURE: Politan appears to be uninterested in meaningful director independence. Its opposition to
1
https://www.srz.com/en/people/ele-klein (see “Representations”)
2https://www.sec.gov/enforcement-litigation/litigation-releases/lr-23501
3 Politan’s 2024 Definitive Proxy Statement, page 18
4 Masimo’s
5https://protectmasimosfuture.com/materials-faqs/
Don’t be fooled by Politan’s numerous fictions and attempts at misdirection. Don’t put the value of your investment in Masimo at risk.
Vote FOR
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
RPVi has not received FDA 510(k) clearance and is not available for sale in
References
- 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.
- 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.
- 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.
- 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.
- Taenzer A et al. Postoperative Monitoring – The Dartmouth Experience. Anesthesia Patient Safety Foundation Newsletter. Spring-Summer 2012.
-
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. - 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.
- Estimate: Masimo data on file.
- 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 and the proposed 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 a potential separation of Masimo’s consumer business, (ii) 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, (iii) the potential cost and management distraction attendant to Politan’s nomination of director nominees at the 2024 Annual Meeting and (iv) factors discussed in the “Risk Factors” section of Masimo’s most recent periodic reports filed with the
Additional Information Regarding the 2024 Annual Meeting of Stockholders and Where to Find It
The Company has filed a definitive proxy statement containing a form of GOLD proxy card with the
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 Company’s definitive proxy statement for the 2024 Annual Meeting (the “2024 Proxy Statement”), which can be found through the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000937556/000121390024053125/ea0206756-05.htm. Changes to the direct or indirect interests of Masimo’s securities by directors and executive officers are set forth in
View source version on businesswire.com: https://www.businesswire.com/news/home/20240702444100/en/
Investor Contact:
(949) 297-7077
ekammerman@masimo.com
Media Contact:
(949) 396-3376
elamb@masimo.com
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