Fairness opinions › Diagnostics / Life Sciences › 2026

Masimo acquired by Danaher: fairness opinion by Centerview Partners

Announced February 17, 2026 · One-step merger · All cash · DEFM14A filed April 1, 2026

Diagnostics / Life Sciences Diagnostic Tools

Enterprise value

$9.9B

EV / LTM EBITDA

21.2x

EBITDA $468M · 31% margin

EV / LTM revenue

6.50x

revenue $1.5B

DCF discount rate

10.8%–11.8%

Exit multiple

Deal terms

ConsiderationAll cash

Price per share$180.00

Premium—

Premium basisMasimo closing share price of $130.15 on February 13, 2026 (last trading day prior to execution of the Merger Agreement)

StructureOne-step merger

Termination fee$305M

Reverse termination fee—

Go-shopNone

Outside date—

FilingDEFM14A · EDGAR index

Implied value per share by method vs. $180.00 offer

Selected companies — Price / 2026E Adj. EPS $113.00 – $158.00

Precedent transactions — Transaction Value / LTM EBITDA $122.00 – $186.00

Discounted cash flow $165.00 – $212.00

Historical Trading Analysis (52-week) $127.00 – $191.00

Analyst Price Targets Analysis $162.00 – $210.00

Precedent Premia Paid Analysis $156.00 – $182.00

Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.

Opinion of Centerview Partners to the target board

Delivered February 16, 2026 · Fee $60.0M ($55.0M contingent on closing), $5.0M on delivery of the opinion

Discounted cash flow assumptions

Discount rate10.8%–11.8%

BasisMasimo's weighted average cost of capital determined using the capital asset pricing model

Terminal valueExit multiple

Perpetuity growth—

Exit multiple15.0x–19.0x FY2030E adjusted EBITDA burdened by stock-based compensation

Projection periodFY2026E-FY2030E

Projections usedMasimo Projections (management projections approved for Centerview's use)

Implied value per share$165.00–$212.00

Unlevered free cash flows discounted to present value as of December 31, 2025; net debt as of January 3, 2026 subtracted; fully diluted shares on treasury stock basis as of February 13, 2026.

Selected public companies (6)

Ambu A/S · Cooper Companies, Inc. · DexCom, Inc. · Edwards Lifesciences Corporation · Merit Medical Systems, Inc. · ResMed Inc.

Multiple	Peer low	Peer median	Peer high	Range applied	Implied per share
Price / 2026E Adj. EPS	18.1x	—	31.3x	18.0x–25.0x	$113.00–$158.00

Selected precedent transactions (9)

Date	Target	Acquirer	Multiple
2025-10	Hologic, Inc.	Blackstone Inc. / TPG, Inc.	13.6x Transaction Value / LTM EBITDA (includes full value of non-tradable CVR)
2024-06	Edwards Lifesciences Corporation's Critical Care product group	Becton, Dickinson and Company	17.2x Transaction Value / LTM EBITDA
2023-02	NuVasive, Inc.	Globus Medical, Inc.	13.4x Transaction Value / LTM EBITDA
2021-09	Hill-Rom Holdings, Inc.	Baxter International Inc.	18.9x Transaction Value / LTM EBITDA
2021-01	Cantel Medical (UK) Ltd.	STERIS plc	22.2x Transaction Value / LTM EBITDA
2020-12	BioTelemetry, Inc.	Koninklijke Philips N.V.	27.4x Transaction Value / LTM EBITDA
2019-05	Acelity LP, Inc.	3M Company	15.2x Transaction Value / LTM EBITDA (2018 adjusted EBITDA as disclosed by 3M)
2017-04	Bard Medical, Inc.	Becton, Dickinson and Company	20.9x Transaction Value / LTM EBITDA
2016-04	St. Jude Medical LLC	Abbott Laboratories	17.5x Transaction Value / LTM EBITDA

Multiple	Low	Median	High	Range applied	Implied per share
Transaction Value / LTM EBITDA	13.4x	—	27.4x	15.0x–22.5x	$122.00–$186.00

Other analyses

Analysis	Summary	Implied per share
Historical Trading Analysis (52-week)	Low and high closing prices of Masimo common stock during the 52-week period ended February 13, 2026; for reference only.	$127.00–$191.00
Analyst Price Targets Analysis	Wall Street research analyst price targets as of market close on February 13, 2026; for reference only.	$162.00–$210.00
Precedent Premia Paid Analysis	Applied a premium range of 20% to 40% to Masimo's February 13, 2026 closing price of $130.15; for reference only.	$156.00–$182.00

Aggregate fee of $60,000,000, $5,000,000 payable upon rendering of the opinion and the remainder contingent upon consummation of the Transaction. Centerview received $6,000,000 from Masimo in the prior two years, including for the 2025 sale of Sound United to HARMAN International.

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Management projections

Projection year	Year 1	Year 2	Year 3	Year 4	Year 5	CAGR
Revenue	$1.6B	$1.8B	$2.0B	$2.2B	$2.4B	10.2%
Revenue growth	7.7%	9.6%	10.0%	10.4%	11.0%
EBITDA	$489M	$567M	$666M	$765M	$881M	15.9%
EBITDA growth	4.6%	16.0%	17.5%	14.9%	15.2%
EBITDA margin	30%	32%	34%	35%	36%
Implied EV / EBITDA	20.2x	17.5x	14.9x	12.9x	11.2x

Year-1 growth is against LTM at announcement ($1.5B revenue, $468M EBITDA); later years are year over year.

Centerview relied on the "Masimo Projections" prepared by Masimo management and approved for its use, covering fiscal year 2026 (beginning January 4, 2026) through fiscal year 2030 (ending December 28, 2030). The projections included estimated FY2026 adjusted EPS of $6.30 per share and LTM adjusted EBITDA of $455 million as of February 13, 2026, plus net debt as of January 3, 2026 and FY2030 adjusted EBITDA burdened by stock-based compensation used for the DCF terminal value.

Process notes

Single fairness opinion delivered by Centerview Partners LLC to the Masimo Board on February 16, 2026 (oral, confirmed in writing same date). All-cash one-step merger at $180.00 per share; Masimo RSU awards (other than director awards) are assumed and converted into Danaher RSUs, while options, PSUs and director RSUs are cashed out. Termination fee of $305 million payable by Masimo; the background discussion notes Danaher deleted Masimo's proposed 2.0% of equity value termination fee. Centerview had previously advised Masimo on the 2025 sale of its Sound United business to HARMAN, receiving $6 million.

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BioLife Solutions / Repligen 2026 · 60.0x EV/EBITDA
Personalis / Tempus 2026
BIO-TECHNE / Merck 2026 · 26.2x EV/EBITDA
Exact Sciences / Abbott 2025 · 44.2x EV/EBITDA
Enzo Biochem / Battery Ventures 2025

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