Slide 1: Correcting the Record on Masimo's False Claims and Misrepresentations
1 Correcting the Record on Masimo’s False Claims and Misrepresentations Collusion with Plaintiff’s Counsel Allegation Court Determination, Expert Opinion, or Third-Party Evidence “[Politan] … has been secretly collaborating with certain plaintiffs’ lawyers in litigation against Masimo’s Board”1 “[N]
Slide 2: Board access to management, budget and information
2 Mr. Koffey and Ms. Brennan were provided ample access to management, including “numerous discussions with Masimo’s CEO and CFO both inside and outside of Board meetings and [meetings] with nearly every member of senior management.”7 “Despite the explicit request by two board members to meet with t
Slide 3: Onboarding, information flow and separation of consumer business
3 “Despite receiving extensive onboarding, obtaining all requested information , and attending all board meetings, all Audit Committee meetings, and all Nominating, Compliance, and Corporate Governance Committee meetings that have been held since the Politan Directors joined the Board, the Politan D
Slide 4: Politan, not Masimo's CEO, proposed a spin-off
Politan, not Masimo's CEO, proposed a spin- off structured so that Kiani would get both control of the spun-off entity and his change- in-control paymer Koffey suggested that Kiani obtain contol of the proposed spun-off entity (SpinCo") through the issuance of high-vote stock and depart from the exi
Slide 5: Kiani chairman claim and plan for Masimo
5 “The Politan Proxy Materials further falsely claim that ‘Kiani intends to be Chairman of the new entity.’ Again, this is false. [REDACTED]”25 “… it was not false to say Kiani intended to be chairman of the joint-venture company because Masimo’s internal documents and public statements confirmed th
Slide 6: RTW share purchases and call records
6 “RTW – I spoke with Naveen again…They are trying to buy more shares and hope to get [to] the 8-10% range.” Email from Masimo advisor to Masimo Executives, May 24 202431 “A single block of ~5.25 million shares were voted extremely early…the size of the position was consistently with RTW Investment’
Slide 7: Private jet use and flight logs
0 as Seance ba this trip [fo Anguilla] was to the annual ‘summit... single trip to Spain which was for the purpose of meeting customers." Flight iogs document trips to Anguilla and Spain included family, vacation stops along the way: (Gh hares are erste! Arpt (Sesyets nweton Apr e 2 Ret he fen Ceo S
Slide 8: Business Disruption Allegation
8 Business Disruption Allegation Court Determination, Expert Opinion, or Third-Party Evidence There will be significant business disruption if Mr. Kiani leaves because “Masimo’s COO and hundreds of Masimo engineers have threatened to leave if Joe Kiani is replaced by Quentin Koffey and Politan Capit
Slide 9: 13D (Disclose Politan's Plans) Allegation
9 13D (Disclose Politan’s Plans) Allegation Court Determination, Expert Opinion, or Third-Party Evidence Politan violated 13D reporting requirements and planned to take over Masimo, specifically: “Politan’s Schedule 13D does not comply with Item 4 of Regulation 13D. Item 4 requires disclosure of ‘th
Slide 10: Footnotes and legal citations
10 1 Masimo v. Politan Capital Management , 8:24-CV-1568-JVS-JDE, First Amended Complaint, August 28, 2024, docket # 122, pg. 68 2 Masimo v. Politan , Declaration of Mark C. Rifkin, July 30, 2024, docket # 47, pg. 3 3 Masimo v. Politan Capital Management , 8:24-CV-1568-JVS-JDE, First Amended Complai
Slide 11: Footnotes and website notice
11 44 Masimo v. Politan Capital Management , 8:24-CV-1568-JVS-JDE, First Amended Complaint, August 28, 2024, docket # 122, pg. 39 45 Masimo v. Politan , Order Regarding Motion for Preliminary Injunction, September 11, 2024, docket # 221, pg. 13 46 Masimo v. Politan , Complaint, July 15, 2024, docket
Slide 12: Cautionary Statement Regarding Forward-Looking Statements
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 “ma