Masimo Corporation
06/10/2026 | Press release | Distributed by Public on 06/10/2026 07:42
Asset Transaction, Termination of Material Agreement (Form 8-K)
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on the Closing Date, the Company paid off all obligations owing, and terminated the commitments, under that certain Credit Agreement, dated as of December 1, 2025, by and among the Company, the lenders and issuing banks party thereto and Bank of America, N.A., as administrative agent (the "Credit Agreement"). In connection with the termination of the Credit Agreement, on the Closing Date, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full and all guarantees in respect of any obligations under the Credit Agreement were terminated and released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share ("Common Stock"), of the Company (each, a "Share") issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or the Company, (ii) Shares owned by any wholly owned subsidiary of Parent (other than Merger Sub) or any wholly owned subsidiary of the Company and (iii) Shares in respect of which appraisal has been duly demanded, and not effectively withdrawn or otherwise waived or lost, pursuant to Section 262 of the General Corporation Law of the State of Delaware) was automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to $180.00 per share, without interest (the "Per Share Merger Consideration").
In addition, pursuant to the Merger Agreement, at the Effective Time:
| (i) | each option to purchase Shares (each, an "Option") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive, for each Share subject to such Option, the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Option, less any applicable tax withholding; |
| (ii) | each restricted stock unit award granted under the Company's stock plans or otherwise (each, an "RSU") that was outstanding as of immediately prior to the Effective Time, other than RSUs held by non-employee directors, was assumed by Parent and converted into a number of Parent restricted stock units equal to the product of the number of shares of Parent common stock equal to the number of Shares underlying the RSU immediately prior to the Effective Time multiplied by the quotient of (a) the Per Share Merger Consideration, divided by (b) the volume weighted average trading price per share of Parent common stock for the ten trading day period ending on and including the Closing Date, with the same terms and conditions as applied to such RSU immediately prior to the Effective Time. Following the Effective Time, the converted Parent restricted stock units are subject to partial or full double-trigger acceleration; |
| (iii) | each RSU held by a non-employee director of the Company that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive the Per Share Merger Consideration; and |
| (iv) | each performance stock unit granted under the Company's stock plans or otherwise (each, a "PSU") that was outstanding as of immediately prior to the Effective Time, as determined at target performance, was cancelled and converted into the right to receive the product of (a) the Per Share Merger Consideration and (b) the number of Shares underlying such PSU, without interest and less any applicable tax withholding. |
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