Strategy in TECH...
More patent decisions are being handed down as several long-running patent lawsuits between Masimo Corporation (Nasdaq: MASI) and Apple Incorporated (Nasdaq: AAPL) wrap up. Last week, a jury in the matter of Apple Inc. (Plaintiff) v. Masimo Corporation and Sound United LLC (Defendants) rendered a verdict on a case where Apple accused Masimo of infringing on six of its Apple Watch patents.
Technically, Apple got a win…but realistically, it was a huge victory for Masimo.
In a public press release and a filing with the Securities and Exchange Commission (SEC), Masimo Corporation (Nasdaq: MASI) revealed that CEO, Chairman and Founder Joe Kiani resigned his position as CEO on September 19, 2024, in the wake of learning that William Jellison and Darlene Solomon, both Politan nominees, had been elected to the Board of Directors by a decisive margin. The Board has appointed an interim CEO and launched a search for a new permanent CEO.
Masimo Corporation’s [Nasdaq: MASI] 2024 Annual Stockholders Meeting concluded yesterday, September 19, 2024, to the surprising news that the battle for control of the company’s Board of Directors was over…and there’s a new sheriff in town. According to a public statement released from Politan, activist investor Quentin Koffey, and his Politan Capital Management group’s nominated candidates, both won election to the two open Board seats – guaranteeing that the new independent directors are a majority of…and control…the Board.
Investors reacted to the news…and it was a strong reaction.
On Wednesday, Masimo Corporation (Nasdaq: MASI) reported its financial results for the second quarter of fiscal year 2024 and the company’s Healthcare division showed solid signs of regaining traction as it continues to power out of the post-COVID doldrums of the last eighteen months to two years. Investors cheered the results by driving up shares of the company’s stock by more than 11%. However, the Non-Healthcare division (Sound United) continues to be troubled with revenues declining 13% in the quarter.
Almost exactly one week ago, Masimo and its Board of Directors filed a lawsuit against Politan Capital Management in which it alleged Politan’s proxy materials contained material misrepresentations and asked the court to order the activist investor to correct them. The company also delayed its upcoming annual stockholders meeting from July to September. Two days after that, Politan responded with a countersuit in which it asked the court to order Masimo to hold its 2024 Annual Meeting of Stockholders as soon as possible.
Now Politan has taken the unusual step of publishing Masimo’s lawsuit against them and providing it to all Masimo stockholders. The Masimo suit, which has some outrageous claims against Politan and particularly CIO Quentin Koffey, is being provided by a confident Koffey who believes investors will see it for what he says it is…a desperate attempt to stop the investor vote for independent directors.
In other Masimo Corporation (Nasdaq: MASI) news this week (other than its raging proxy war, that is), the company released its Fiscal 2024 second-quarter revenue performance, and results were quite mixed between its two major divisions – Masimo Healthcare & Masimo Non-Healthcare (aka Masimo Consumer, the Sound United business). The company doesn’t always release preliminary data, but when they do it is typically just a few top-line numbers.
But this particular preliminary report was surprising for the amazing lack of information offered on its Consumer business unit results.
Every day brings us closer to the Masimo 2024 Annual Meeting of Stockholders scheduled for July 25th…and virtually every day also brings us more Masimo madness. The proxy war for two seats on the Board of Directors being fought between the company management and activist investor Politan Capital Management continues to heat up. Consequently, we learn new things every week, some of which can be disturbing. This week is no exception as we discover: 1) the company publishes letters from employees that suggest they may all quit; 2) the Joint Venture Partner interested in buying a majority stake in Sound United has offered terms that specify a price range it is willing to pay; and 3) Politan has filed paperwork with the SEC that includes a letter to the Masimo Board of Directors claiming it has detected voting irregularities known as “empty voting.”
The annual Masimo (Nasdaq: MASI) shareholder meeting is now just four weeks away, and on Wednesday we saw a blizzard of proxy filings by both Masimo management and activist investor Politan Capital Management. The gloves are off and the pugilists are swinging. But how is this fight shaping up? Who has the upper hand?
Masimo Corporation (Nasdaq: MASI), yet another company in Tech that reported their financial results for the first quarter of Fiscal 2024 after the close of business on Tuesday, revealed that both revenues and profits had declined double-digit percentages in the quarter. What was remarkable about this result is that Masimo CEO Joe Kiani said in a statement in the release about the Q1 results that the company is “reaching a steady state.”
Investors apparently didn’t see it that way, as shares in MASI stock dropped almost 12% on Wednesday, the next trading day after the announcement.
In a release distributed late in the day on Friday after the close of financial markets, Masimo announced that the Board of Directors has “authorized” company management to prepare a spin-off of the company’s Consumer Business. Masimo Consumer is the business unit created when the company acquired Sound United in early 2022.
