What is the total value of the acquisition?

The acquisition price is $180.00 per share in cash for all outstanding shares of Masimo Corporation. The total transaction value would depend on the number of outstanding shares of Masimo at the time of closing.

What are the key conditions for the merger to be completed?

The consummation of the merger is subject to certain customary conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain non-U.S. antitrust and foreign direct investment approvals.

Where can I find more detailed information about this transaction?

More detailed information will be available in documents filed with the SEC, particularly Masimo's proxy statement, which will be mailed to its stockholders. Investors are urged to read these filings, which will be available on the SEC's website (www.sec.gov) and on Danaher's and Masimo's respective websites once available.

Are there any risks associated with this acquisition?

Yes, the filing includes a 'Cautionary Statement Regarding Forward-Looking Statements' that outlines various risks and uncertainties. These include uncertainties regarding the timing and completion of the transaction, the possibility of competing offers, regulatory approval challenges, potential impacts on employee retention and business relationships, and the risk that the expected benefits of the transaction may not be realized.

DHR 8-K SEC Disclosure — Feb 17, 2026

Summary

Danaher Corporation (DHR) announced its entry into a definitive Agreement and Plan of Merger to acquire Masimo Corporation (MASI) for $180.00 per share in cash. This acquisition, structured as a merger where Masimo will become a wholly owned subsidiary of Danaher, represents a significant strategic move for Danaher. The transaction is subject to customary closing conditions, including antitrust approvals under the Hart-Scott-Rodino Act and certain non-U.S. regulatory clearances. Investors should note that this filing serves as an initial announcement of the merger agreement. Further details regarding the transaction, including the proxy statement to be filed by Masimo, will be crucial for a complete understanding of the deal's implications. Both companies have provided extensive disclosures regarding potential participants in the solicitation process and cautionary statements concerning forward-looking information, highlighting the inherent risks and uncertainties associated with the transaction's completion and its anticipated benefits.

Key Highlights

1Danaher Corporation to acquire Masimo Corporation for $180.00 per share in cash.
2The transaction is structured as a merger, with Masimo becoming a wholly owned subsidiary of Danaher.
3Closing of the acquisition is contingent upon customary conditions, including U.S. and non-U.S. antitrust approvals.
4The announcement is made via a press release filed as an exhibit to the 8-K.
5Both companies will file additional documents with the SEC, including Masimo's proxy statement, which will contain important information for Masimo stockholders.
6The filing includes cautionary statements regarding forward-looking statements and potential risks associated with the transaction.

DANAHER CORP /DE/ 8-K Report, Corporate Update (Feb 17, 2026)

Summary

Key Highlights

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