M&A - MASIMO CORP

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Form Type: 8-K/A

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925045340

Filing Summary: On May 6, 2025, Masimo Corporation entered into a definitive Stock Purchase Agreement with Harman International Industries, Incorporated for the sale and transfer of all equity interests in Viper Holdings Corporation, which operates the consumer audio business of Masimo, for an aggregate purchase price of $350,000,000 in cash. This update amends the previous 8-K filing to include the complete text of the Agreement as an exhibit. The Agreement outlines the terms of the transaction but does not guarantee the factual accuracy of the representations made by either party. Investors are cautioned not to rely solely on the representations made in the Agreement as they may not reflect the actual state of affairs post-agreement.

Additional details:

Stock Purchase Agreement Date: 2025-05-06


Buyer: Harman International Industries, Incorporated


Equity Interest Being Sold: Viper Holdings Corporation


Purchase Price: 350,000,000


Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925045039

Filing Summary: On May 6, 2025, Masimo Corporation entered into a definitive Stock Purchase Agreement with Harman International Industries, Incorporated, agreeing to sell its equity interests in Viper Holdings Corporation, which operates the consumer audio business, for $350,000,000 in cash. The Transaction is contingent upon customary closing conditions, including legal approvals and confirmations of representations and warranties. It is expected to close by the end of 2025, with options for extension under certain circumstances. A related press release was issued the same day.

Additional details:

Equity Interest Sold: Viper Holdings Corporation


Buyer: Harman International Industries, Incorporated


Purchase Price: $350,000,000


Expected Closing: end of 2025


Conditions To Closing: customary regulatory approvals, absence of prohibitive laws, and accurate representations


Termination Rights: if closing has not occurred by February 6, 2026, with extensions possible up to August 6, 2026


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