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The Masimo board control debacle has finally come to an end. After over a year of battle with back-to-back proxy fights, Politan Capital Management, led by Quentin Koffey, has emerged victorious in the election of its two additional nominees. It all started with the 2022 acquisition of Sound United. The $1.025 billion acquisition price was unwelcomed by the market and Masimo’s stock plummeted drastically. As seen on the graph below, prior to the announcement of the acquisition, MASI’s adjusted price per share closed at $231.07 on February 7. However, upon the announcement of the acquisition, MASI’s shareholders were forced to watch that price fall dramatically to $144.20— a massive -37.6% in just two months. On April 12, 2022, Masimo announced that it had completed the acquisition, and its stock price tumbled by another 4.6% to $137.45.

Solving for N-PX is critical as we approach a new deadline.

Independent proxy advisor Egan-Jones Proxy Services has recommended Magnet Forensics shareholders vote in favor of the plan of arrangement with Thoma Bravo. Public shareholders, all shareholders other than the Rolling Shareholders, will receive an all-cash consideration of CAD 44.25 ($34.80) per share. The arrangement is set to address the challenges related to Magnet's limited mobile extraction capabilities. Upon announcement of the transaction, the company's share price and implied multiples increased. Magnet Forensics is a developer of digital investigation software that acquires, analyzes, reports on, and manages evidence from digital sources, including computers, mobile devices, IoT devices and cloud services. Its software is used by more than 4,000 public and private sector customers in over 100 countries and helps investigators fight crime, protect assets and guard national security. Thoma Bravo, a private equity firm, has more than $73 billion in assets under management and specializes in software and technology-enabled services. The dissident shareholder, who has not been named, has argued that the proposed acquisition undervalues the company and that there are other potential buyers who could offer a better deal. However, Egan-Jones has concluded that the dissident has not offered a superior alternative that will maximize value creation. In its report, Egan-Jones stated that the all-cash consideration will provide certainty to the shareholders when it comes to their interests. The proxy advisor also believes that the acquisition is the best available strategic alternative for Magnet to unlock and maximize potential shareholder value. The strategic rationale for the transaction, according to Egan-Jones, is that it will address the challenges relating to Magnet's limited mobile extraction capabilities. Mobile device data is increasingly critical in investigations, and with the acquisition of Magnet Forensics, Thoma Bravo will be able to offer a more complete digital investigation solution to its customers. The acquisition, if approved, is expected to close in the second quarter of 2023, subject to regulatory approval and other closing conditions.

Egan-Jones Proxy Services, established in 2002 and a leading independent provider of proxy research, voting recommendations and voting services to a variety of institutional investors, notes the SEC voted yesterday to adopt amendments to its rules governing proxy solicitations designed to address conflicts of interest and ensure transparent, accurate and complete information is available to clients. Egan-Jones Proxy would like all clients and users of its research to know that it sees no adverse impact on the firm’s services in connection with the new rules. This is of course primarily because, unlike our competition, Egan-Jones Proxy does not engage in governance consulting and has always provided transparent and easy-to-understand reports. With the new rules, the SEC takes aim at the largest proxy service firms which provide voting recommendations while simultaneously providing consulting and other services to the companies which are the subject of their reports. Because Egan-Jones Proxy does not offer solutions services to public companies, we represent a truly independent, conflict-free alternative to the largest firms. If you are an institutional investor who is tired of having your firm’s interests subject to an opaque and conflicted vote process, we invite you to contact Egan-Jones Proxy to learn what truly independent—and lower cost—proxy advisory service looks like. For questions on this or any other EJP announcement please contact Kevin McManus, Vice President and Director of Proxy Services, using the contact details below. Contact: Kevin McManus Vice President and Director of Proxy Services Egan-Jones Proxy Services 61 Station Road Haverford, PA 19041 +1-703-982-1083 kmcmanus@egan-jones.com http://www.ejproxy.com