This website and the information contained herein (collectively, the “Site”) are being made available to all stockholders of Masimo Corporation, a Delaware corporation (“Masimo” or the “Company”). Except as otherwise set forth on this Site, the views expressed on this Site reflect the opinions of Politan Capital Management LP (“Politan,” “we” or “us”) and certain of its affiliates, and are based on publicly available information with respect to the Company. Politan recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with Politan’s conclusions. Politan reserves the right to change any of its opinions expressed herein at any time as it deems appropriate and, except to the extent required by law, disclaims any obligation to notify the market or any other party of any such change and any obligation to update the information or opinions contained on this Site. This Site is not affiliated with, or endorsed by, Masimo.
Certain financial projections and statements made herein may have been derived or obtained from filings made with the United States Securities and Exchange Commission (“SEC”), other regulatory authorities or other third party reports. Neither Politan nor any of its affiliates shall be responsible or have any liability for any misinformation contained in any such third party sources. Politan has neither sought nor obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties. Politan does not endorse third party estimates or research, which are used herein solely for illustrative purposes. Select figures presented on this Site have not been calculated using generally accepted accounting principles (“GAAP”) and have not been audited by independent accountants. Such figures may vary from GAAP accounting in material respects and there can be no assurance that the unrealized values reflected within such materials will be realized. Past performance is not an indication of future results.
This Site does not recommend the purchase or sale of any security, and should not be construed as legal, tax, investment or financial advice, and the information contained herein should not be taken as advice on the merits of any investment decision.
None of the information on this Site is derived from non-public information of the publicly traded companies discussed herein. Although Politan believes the statements made on this Site are accurate in all material respects and do not omit to state material facts necessary to make those statements not misleading, Politan makes no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication it makes with respect to the Company and any other companies mentioned, and each of Politan, the other Participants (as defined below) and their respective affiliates expressly disclaim any liability relating to those statements or communications, including as to their accuracy, fairness or completeness (or for omissions therein). Thus, stockholders and others should conduct their own independent investigation and analysis of those statements and communications and of the Company and any other companies to which those statements or communications may be relevant.
Any individuals referenced on the testimonials page (i) are not current clients or investors of Politan, (ii) have not received compensation or other consideration in connection with the statements made herein, and (iii) have current or former business relationships with Politan that could create an incentive for them to speak favorably about Politan. Specifically, such individuals may speak positively about their companies’ investors or such investors’ board representatives to develop and maintain such relationships rather than for any other reason.
This Site may contain links to articles and/or videos; the views and opinions expressed therein are those of the author(s)/speaker(s) referenced or quoted therein, unless specifically noted otherwise, and do not necessarily represent the opinions of Politan.
All registered or unregistered service marks, trademarks and trade names referred to on this Site are the property of their respective owners, and Politan’s use herein does not imply an affiliation with or endorsement by, the owners of these service marks, trademarks and trade names.
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 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 preliminary proxy statement and accompanying WHITE universal proxy card with 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. Promptly after filing its definitive proxy statement with the SEC, Politan will furnish the definitive proxy statement and accompanying WHITE universal proxy card 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”) (such shares,. 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 (the “RSUs”) 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 8.9% of the outstanding shares of Common Stock based on 53,085,556 shares of Common Stock outstanding as of March 30, 2024, as reported in Masimo’s quarterly report on Form 10-Q filed on May 7, 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 THE PRELIMINARY 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, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE 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.
Not an Offer to Sell or Buy
The materials on this Site are provided merely as information and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security. The Politan Parties are in the business of trading — buying and selling — securities, and intend to continue trading in the securities of the Company. You should assume such Politan Parties may from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares, regardless of the views expressed on this Site. Consequently, the Politan Parties beneficial ownership of the shares may vary over time depending on various factors, with or without regard to Politan’s view of the Company’s business, prospects or valuation (including the market price of the Shares), including, without limitation, other investment opportunities available to Politan, concentration of positions in the portfolios managed by Politan, conditions in the securities markets and general economic and industry conditions. Politan also reserves the right to take any actions with respect to investments in the Company as it may deem appropriate, including, but not limited to: (i) communicating with the Company’s management, the Company’s board of directors, other investors and stockholders, stakeholders, industry participants, and/or interested or relevant parties about the Company; (ii) seeking representation on the Company’s board of directors; (iii) soliciting proxies with respect to the Company; and (iv) changing its intentions with respect to its investments in the Company at any time. Politan disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by applicable law.
II. Cookie Policy
Last updated June 8, 2024
INTRODUCTION
Politan may use cookies, web beacons, tracking pixels, and other tracking technologies when you visit our website, www.advancemasimo.com, including any other media form, media channel, mobile website, or mobile application related or connected thereto to help customize the Site and improve your experience.
We reserve the right to make changes to this cookie policy (this “Cookie Policy”) at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of this Cookie Policy. Any changes or modifications will be effective immediately upon posting the updated Cookie Policy on the Site, and you waive the right to receive specific notice of each such change or modification.
You are encouraged to periodically review this Cookie Policy to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Cookie Policy by your continued use of the Site after the date such revised Cookie Policy is posted.
USE OF COOKIES
A “cookie” is a string of information which assigns you a unique identifier that we store on your computer. Your browser then provides that unique identifier to use each time you submit a query to the Site. We use cookies on the Site to, among other things, keep track of services you have used, record registration information, record your user preferences, keep you logged into the Site, facilitate purchase procedures, and track the pages you visit. Cookies help us understand how the Site is being used and improve your user experience.
TYPES OF COOKIES
The following types of cookies may be used when you visit the Site:
Analytics Cookies
Analytics cookies monitor how users reached the Site, and how they interact with and move around once on the Site. These cookies let us know what features on the Site are working the best and what features on the Site can be improved.
Our Cookies
Our cookies are “first-party cookies”, and can be either permanent or temporary. These are necessary cookies, without which the Site would not work properly or be able to provide certain features and functionalities. Some of these may be manually disabled in your browser, but may affect the functionality of the Site.
Personalization Cookies
Personalization cookies are used to recognize repeat visitors to the Site. We use these cookies to record your browsing history, the pages you have visited, and your settings and preferences each time you visit the Site.
Security Cookies
Security cookies help identify and prevent security risks. We use these cookies to authenticate users and protect user data from unauthorized parties.
Site Management Cookies
Site management cookies are used to maintain your identity or session on the Site so that you are not logged off unexpectedly, and any information you enter is retained from page to page. These cookies cannot be turned off individually, but you can disable all cookies in your browser.
Third-Party Cookies
Third-party cookies may be placed on your computer when you visit the Site by companies that run certain services we offer. These cookies allow the third parties to gather and track certain information about you. These cookies can be manually disabled in your browser.
CONTROL OF COOKIES
Most browsers are set to accept cookies by default. However, you can remove or reject cookies in your browser’s settings. Please be aware that such action could affect the availability and functionality of the Site.
For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies, or visit the following links:
In addition to cookies, we may use web beacons, pixel tags, and other tracking technologies on the Site to help customize the Site and improve your experience. A “web beacon” or “pixel tag” is a tiny object or image embedded in a web page or email. They are used to track the number of users who have visited particular pages and viewed emails, and acquire other statistical data. They collect only a limited set of data, such as a cookie number, time and date of page or email view, and a description of the page or email on which they reside. Web beacons and pixel tags cannot be declined. However, you can limit their use by controlling the cookies that interact with them.
REMARKETING
We use third party vendor re-marketing tracking cookies, including the Google Adwords tracking cookie. Consequently, we will continue to display ads to you across the Internet, specifically on the Google Content Network (GCN). We respect your privacy and we do not collect any identifiable information through the use of Google’s or any other third party’s remarketing system. Third party vendors, including Google, use cookies to serve ads based on a user’s prior visits to a website. The third-party vendors whose services we use, including Google, will place cookies on web browsers in order to serve ads based on past visits to our Site. This allows us to continue to market our services to those who have shown interest in our Site.
PRIVACY POLICY
For more information about how we use information collected by cookies and other tracking technologies, please refer to our Privacy Policy below. This Cookie Policy is part of and is incorporated into our Privacy Policy. By using the Site, you agree to be bound by this Cookie Policy and our Privacy Policy.
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