Correspondence 0001104659-23-071690 from Politan Capital Management LP (CIK 0001885245)
Politan Capital Management LP (CIK 0001885245)
Date: June 15, 2023 · CIK: 0001885245 · Accession: 0001104659-23-071690
AI Filing Summary & Sentiment
Letter
Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Masimo Corporation
Dear Ms. Chalk:
We are responding to your oral inquiry of June 14, 2023 regarding a certain quotation attributed to H. Michael Cohen, a director of Masimo Corporation, and included in Politan’s proxy materials: his statement that “better governance doesn’t drive better stock price.” The quotation was taken from the publicly filed complaint by Politan in the ongoing Delaware chancery court litigation against Masimo Corporation, Politan Capital Management LP and CalSTRS v. Joe E. Kiani et al, C.A. No. 2022-0948-NAC (Del. Ch. Mar. 16, 2023) (second amended complaint against Masimo Corporation and its directors, including Mr. Cohen), and was quoted from the deposition testimony of Mr. Cohen. Complaint at ¶¶ 2 and 53, citing Cohen Tr. at 240:22-23. A copy of the complaint is attached for your convenience. Specifically, you had asked whether the quotation was accurate, and suggested that a word may have been dropped from the quotation. Having reviewed the complaint, as well as the deposition transcript and related video recording, we confirm that the quotation is accurate and a verbatim quote with no word or words missing. The full transcript and video are the subject of a confidentiality order entered by the court in the Delaware litigation; however, consistent with its terms, Masimo Corporation can share with you the entirety of the deposition transcript and video if necessary. Please do not hesitate to contact me if we may be of further assistance to you and your colleagues.
Sincerely,
/s/ Richard M. Brand
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CORRESP
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filename1.htm
June 15, 2023
Via Email and EDGAR
Christina Chalk, Esq.
Office of Mergers and Acquisitions
Division of Corporation
Finance
U.S. Securities and Exchange Commission
100 F Street,
N.E.
Washington, D.C. 20549
Masimo Corporation
Dear Ms. Chalk:
We are responding to your
oral inquiry of June 14, 2023 regarding a certain quotation attributed to H. Michael Cohen, a director of Masimo Corporation, and included
in Politan’s proxy materials: his statement that “better governance doesn’t drive better stock price.” The quotation
was taken from the publicly filed complaint by Politan in the ongoing Delaware chancery court litigation against Masimo Corporation,
Politan Capital Management LP and CalSTRS v. Joe E. Kiani et al, C.A. No. 2022-0948-NAC (Del. Ch. Mar. 16, 2023) (second amended
complaint against Masimo Corporation and its directors, including Mr. Cohen), and was quoted from the deposition testimony of Mr. Cohen.
Complaint at ¶¶ 2 and 53, citing Cohen Tr. at 240:22-23. A copy of the complaint is attached for your convenience. Specifically,
you had asked whether the quotation was accurate, and suggested that a word may have been dropped from the quotation. Having reviewed
the complaint, as well as the deposition transcript and related video recording, we confirm that the quotation is accurate and a verbatim
quote with no word or words missing. The full transcript and video are the subject of a confidentiality order entered by the court in
the Delaware litigation; however, consistent with its terms, Masimo Corporation can share with you the entirety of the deposition transcript
and video if necessary. Please do not hesitate to contact me if we may be of further assistance to you and your colleagues.
Sincerely,
/s/ Richard M. Brand
Richard M. Brand
Attachment