Masimo Corporation (NasdaqGS:MASI) entered into a definitive agreement to acquire Viper Holdings Corporation for $1 billion on February 15, 2022. The purchase price for the Merger will be $1.025 billion, subject to adjustment based on Viper's net working capital, transaction expenses, cash and debt as of the closing of the Merger, payable by Masimo in cash. Of the purchase price, $30 million will be deposited by Masimo into escrow to cover purchase price adjustments, if any, under the Merger Agreement. In connection with the financing of the Merger, Masimo has obtained a commitment from Citigroup Global Markets Inc., pursuant to a commitment letter, dated as of February 15, 2022, to make available to Masimo debt financing of up to $800 million. Post-closing, Kevin Duffy will continue to lead Sound United, reporting directly to Masimo Chairman and Chief Executive Officer, Joe Kiani. The boards of directors of Masimo and Viper have unanimously approved the Merger and the Merger Agreement. The Closing is subject to certain customary closing conditions, including, without limitation: (i) the absence of any court or regulatory order or proceeding prohibiting the Closing; (ii) the accuracy of each party's representations and warranties (subject to varying standards of materiality); (iii) material compliance with each party's covenants and agreements; (iv) the absence of a material adverse effect on Viper since the execution date of the Merger Agreement; and (v) the receipt of certain regulatory approvals. The Merger Agreement may be terminated by Masimo or Viper under certain circumstances, including if the Closing does not occur by August 14, 2022, subject to certain conditions. The transaction is expected to close near the middle of 2022, subject to the receipt of regulatory approvals and other customary closing conditions. The transaction is expected to be immediately accretive to Masimo's non-GAAP earnings per share upon closing. Citigroup acted as financial advisor to Masimo and Steve Camahort, Jeffrey T. Hartlin, Alex S. Kaufman, Toshiyuki Arai, Viktoria Ruppel, Regina Engelstaedter, Thomas R. Mounteer, David A. Hamsher, Dan Stellenberg, Jeffrey Li, Suzanne Horne, Lindsay R. Smith, Sherrese Smith, Michael S. Wise, Camille Paulhac, Scott Flicker, Jennifer Riddle, Garrett Hayes, Michael Haun and Amy Lawrence of Paul Hastings LLP served as legal counsel. Evercore served as lead financial advisor to Sound United. Thomas Flanagan, Nigel Bell, Theodore Tutun, Robert Schmid, Michael Hart and Christopher Auld of Stifel and Solomon Partners also provided financial advice to Sound United, and Goodwin Procter LLP served as legal counsel.

Masimo Corporation (NasdaqGS:MASI) completed the acquisition of Viper Holdings Corporation on April 11, 2022. As a result of the transaction, Sound United will operate as a division of Masimo, under existing leadership, from headquarters in Carlsbad, California. In connection with the closing of the transaction, Kevin P. Duffy was appointed as Masimo's President, Consumer Division.