These timelines detail Politan’s repeated rejections of Masimo’s settlement offers and the Politan directors’ obstruction of the Consumer business separation process.

Politan’s Repeated Rejections of Masimo’s Settlement Offers

 

April 4, 2024

Masimo makes initial settlement offer to Politan

Masimo proposed to seat both Politan nominees and expand the Board to eight directors, with half of the Board nominated by Politan.

April 5, 2024

Politan rejects the offer

Mr. Koffey indicated to Mr. Chapek that he did not wish to engage in further settlement discussions.

May 6, 2024

Masimo makes second settlement proposal

Masimo offered to appoint Politan nominee Mr. Jellison to the Board if Politan agrees to withdraw its second director nomination and drop the proxy contest. Under this proposal, half of Board would be nominated by Politan.

May 9, 2024

Politan rejects second settlement offer

Politan demanded Masimo appoint two Politan-nominated directors, which would result in Politan controlling the Board.

May 23, 2024

Masimo makes a third settlement offer to Politan

Masimo offered to add Mr. Jellison and Company nominee Mr. Chavez to the Board, thereby avoiding concerns of potential deadlock.

May 29, 2024

Politan rejects the third settlement offer

Politan Directors’ Relentless Obstruction of the Consumer Business Separation Process

 

January 30, 2024

Initial Term Sheet Agreed for Separating the Consumer Business

Mr. Kiani and Mr. Koffey meet in New York City and agree in principle to Mr. Koffey’s one-page term sheet of the plan to undertake the Consumer Business Separation.

February 1, 2024

Transaction Terms Sent from Politan to Masimo for the Potential Separation

Politan’s legal counsel sends Masimo’s legal counsel proposed transaction terms for the potential Consumer Business Separation.

February 3, 2024

Masimo Responds with February Term Sheet

Masimo’s legal counsel responds with an updated term sheet (“February Term Sheet”), and Mr. Koffey and Mr. Kiani agreed to propose to the Board that the Board form a special committee with the scope and authority including that the special committee would negotiate the related party aspects of the transaction, while all other customary powers and authority with respect to the potential transaction would continue to reside with the Board. Mr. Koffey and Mr. Kiani also agreed that Mr. Koffey would present the February Term Sheet to the Board.

February 13, 2024

Board Forms Special Committee to be Chaired by Mr. Koffey

The Board held a meeting where Mr. Kiani provided an update regarding his recent discussions with Mr. Koffey regarding the potential Consumer Business Separation, and Mr. Koffey then provided an overview of the February Term Sheet. Upon conclusion of the discussion, the Board then formed a special committee of the Board (the “Special Committee”) composed of Ms. Brennan and Messrs. Classon, Koffey and Reynolds, with Mr. Koffey designated as Chair and the Special Committee was empowered to make recommendations with respect to the Consumer Business Separation and any potential alternatives.

March 11, 2024

Special Committee Creates New, March Term Sheet
The Special Committee’s legal counsel sent Mr. Kiani’s personal legal counsel a new term sheet (the “March Term Sheet”) with proposed transaction terms for the Consumer Business Separation that were substantially different from the transaction contemplated in the February Term Sheet. Mr. Kiani expressed his concerns to Mr. Reynolds and Mr. Chapek that the March Term Sheet represented a different transaction than what Mr. Kiani and Mr. Koffey presented at the February 13 Board meeting, and worse, under the March Term Sheet, the ConsumerCo would not be sufficiently capitalized or have access to assets that would allow ConsumerCo to pursue a viable standalone market strategy.

March 2024

Potential JV Partner Expresses Interest to Acquire Majority of Consumer Business

A potential JV partner, with whom Masimo management had been engaged in discussions regarding a potential investment in the Company, indicated that they would be interested in exploring an acquisition of a majority of the Consumer Business.

March 22, 2024

Board Issues Press Release Announcing Authorization for Management to Evaluate Consumer Business Separation

The Board announced that it had given management authorization to evaluate the Consumer Business Separation.

April 30, 2024

Mr. Kiani Will Forego any Controlling Interest in ConsumerCo, Board Dissolves Special Committee

Mr. Kiani stated that he would forego any controlling interest in ConsumerCo and the Board dissolved the Special Committee, but agreed to address any potential future conflicts of interest with respect to a potential Consumer Business Separation through a committee of independent directors.

May 7, 2024

Directors Sign Confidentiality Agreement to Protect Identity of Potential JV Partner

All non-executive members of the Board were asked to sign a short-form confidentiality agreement protecting only the identity of the Potential JV Partner, and Mr. Kiani asked the Board to hold a meeting the following week to discuss a non-binding term sheet from the Potential JV Partner.

May 8, 2024

Politan Demands Books and Records After Board Meeting Was Being Scheduled to Discuss Consumer Separation

Politan demanded that certain books and records of the Company be made available to Mr. Koffey concerning the Consumer Business Separation,
but Masimo had already contacted all Board members, including Mr. Koffey, to schedule a meeting to discuss the joint venture.

May 13, 2024

Board Members Learn Identity of Potential JV Partner

All Board members were provided with the identity of the potential JV partner and other materials relating to the Potential JV, including a proposed non-binding term sheet, a proposed exclusivity agreement, materials providing preliminary analysis of the potential parameters for the Consumer Business Separation and a preliminary financial analysis of a Consumer Business Separation.

May 14, 2024

Mr. Koffey Makes Further Books and Records Demand

Mr. Koffey’s legal counsel demanded additional books and records of the Company be made available to Mr. Koffey, including “text messages and personal emails” of the Company’s employees and members of the Board concerning the Consumer Business Separation.

May 16, 2024

Masimo Board Agrees to Mr. Koffey’s Standstill Proposal Related to the Consumer Business Separation

The Board agreed to Mr. Koffey’s Standstill Proposal to refrain from taking any action with respect to the Consumer Business Separation, including the Potential JV, until after the 2024 Annual Meeting.

August 16, 2024

Masimo affirms commitment to actively evaluating the optimal structure for a potential separation of its consumer business, assisted by its outside financial advisor, Morgan Stanley.

The Company announced that it is pursuing parallel discussions with a potential joint venture opportunity and other parties, noting that Masimo’s IP will not be licensed to another party without the unanimous approval of the Board.

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Investor Contact: Eli Kammerman
(949) 297-7077
ekammerman@masimo.com

Media Contact: Evan Lamb
(949) 396-3376
elamb@masimo.com