Masimo Corporation Adopts Stockholder Rights Plan
"This plan is designed to enhance the Board's ability to protectstockholders against unsolicited attempts to acquire control of the companythat do not offer an adequate price to all stockholders or are otherwise notin the best interests of the company and its stockholders and customers," saidJoe E. Kiani, Chairman and CEO of Masimo. "The plan is intended to provide theBoard with sufficient time to consider any and all alternatives to such anaction."
As disclosed in the Company's previous filings with the Securities andExchange Commission in connection with its initial public offering, theCompany anticipated adopting a stockholder rights plan following thecompletion of its IPO, which occurred on August 13, 2007. The Plan was notadopted in response to any attempt to acquire the Company. Under the Plan,each common stockholder of the Company at the close of business on November26, 2007 will receive a dividend of one right for each share of the Company'scommon stock held of record on that date. Each right will entitle the holderto purchase from the Company, in certain circumstances described below, oneone-thousandth of a share of newly-created Series A junior participatingpreferred stock of the Company for an initial purchase price of $136 pershare. The rights distribution will not be taxable to stockholders and thedistribution of rights under the Plan will not interfere with the Company'sbusiness plans or be dilutive to or affect the Company's reported per shareresults.
Initially the rights will be represented by the Company's common stockcertificates and will not be exercisable. The rights will generally becomeexercisable ten business days after any person has become the beneficial ownerof 15% or more of the Company's common stock or has commenced a tender orexchange offer which, if consummated, would result in any person becoming thebeneficial owner of 15% or more of the common stock of the Company.
If any person becomes the beneficial owner of 15% or more of the Company'scommon stock, each right will entitle the holder, other than the acquiringperson, to purchase Company common stock or common stock of the acquiringperson having a value of twice the exercise price. In addition, if there is abusiness combination between the Company and the acquiring person, or incertain other circumstances, each right that is not previously exercised willentitle the holder (other than the acquiring person) to purchase shares ofcommon stock of the acquiring person at one-half of the market price of thoseshares.
The Company may redeem the rights at a price of $0.001 per right at anytime prior to the date on which any person has become the beneficial owner of15% or more of the common stock of the Company. The rights will expire onNovember 8, 2017, unless earlier exchanged or redeemed.
The Company will file with the Securities and Exchange Commission aCurrent Report on Form 8-K describing the stockholder rights plan. The Form 8-
K will include a copy of the Rights Agreement governing the Plan as anexhibit.
Masimo (NASDAQ: MASI) develops innovative monitoring technologies thatsignificantly improve patient care-helping solve "unsolvable" problems. In1995, the company debuted Read-Through Motion and Low Perfusion pulseoximetry, known as Masimo SET, and with it virtually eliminated false alarmsand increased pulse oximetry's ability to detect life-threatening events. Morethan 100 independent and objective studies have confirmed that Masimo SETtechnology allows clinicians to accurately monitor blood oxygen saturation incritical care situations. Our Masimo SET
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