What changed, and when

Danaher announced on 17 Feb 2026 a definitive agreement to acquire Masimo for $180.00 per share in cash, implying ~$9.9bn enterprise value (incl. assumed debt, net of acquired cash), with expected close H2 2026. (Danaher press release, Masimo announcement)

The merger agreement was signed 16 Feb 2026, includes customary no-shop with fiduciary out, a $305m termination fee in specified cases, and an outside date of 16 Nov 2026 (auto-extendable to 16 Feb 2027 if only regulatory conditions remain). (Masimo Form 8-K)

60-second thesis frame

This is a portfolio-shaping bet that Masimo’s non-invasive monitoring platform can be scaled inside Danaher’s Diagnostics engine, with value creation hinging less on “buying growth” and more on (a) converting an installed base into durable consumables and software-like pull-through, (b) cross-selling into acute care alongside Radiometer and the broader Diagnostics footprint, and (c) executing synergy without disrupting clinician trust or hospital contracting cycles. Danaher is explicitly framing the price as ~18x 2027E EBITDA, or ~15x after the “full benefit” of expected synergies, and guiding to $0.15–$0.20 adjusted EPS accretion in year 1, rising to ~$0.70 by year 5, plus >$125m annual cost synergies and >$50m annual revenue synergies by year 5, and > $530m EBITDA in 2027 under Danaher ownership. (Danaher press release)

Deal risk concentrates in clearance and governance, not financing, since Danaher expects to fund with cash on hand plus debt financing, and closing is conditioned on HSR and non-US antitrust/FDI approvals plus Masimo shareholder approval. (Danaher Form 8-K, Masimo Form 8-K)

The seven diligence questions

Clinical

• Does Masimo’s “AI-enabled monitoring” claim translate into outcomes that matter to hospitals (alarms, adverse events, ICU length of stay), and what is the strongest peer-reviewed evidence by care setting and patient mix? (Danaher press release)
• Where are the most material clinical or regulatory vulnerabilities (accuracy across populations, alarm fatigue, software updates as SaMD), and what would cause a guideline or regulator-driven purchasing reset?

Payer or Access

• What is the real purchasing “unit of value”, monitors vs sensors/adhesives/cables vs software modules, and how concentrated is economic power in IDNs, GPOs, and national tenders by region?
• Can Danaher credibly bundle Masimo with Radiometer and other Diagnostics offerings without triggering hospital pushback, price erosion, or competitor counter-bundling? (Danaher press release)

Ops or Adoption

• What integration boundaries are non-negotiable to preserve Masimo’s clinician credibility (service, training, software cadence), given Danaher plans to run Masimo as a standalone opco in Diagnostics? (Danaher press release, Masimo announcement)
• What is the supply chain fragility for key sensors and components, and how quickly could competitors exploit any backorders or field-service gaps post-close?

Competitive

• Is Masimo’s moat primarily IP, brand, switching costs, or clinical workflow integration, and how exposed is that moat to multi-parameter competitors and platform vendors in the ICU?
• How does the ongoing Apple dispute (and any related engineering distraction, potential remedies, or settlement dynamics) change downside risk or optionality? (Reuters deal report)

Team or Cap table

• With a voting/support agreement involving Politan, does governance now reduce closing risk, or does it introduce a new post-close “activism overhang” on integration and capital allocation? (Masimo Form 8-K, Reuters deal report)

Red flags

• Clearance drags beyond the 16 Nov 2026 outside date (or requires divestitures that break the synergy math), since closing conditions explicitly include HSR and non-US antitrust/FDI approvals. (Masimo Form 8-K, Danaher Form 8-K)
• “Standalone opco” becomes symbolic, if integration disrupts field support or contracting, leading to lost placements or accelerated sensor price pressure, which would directly threaten the EPS accretion path Danaher is guiding. (Danaher press release)
• A material adverse development in the Apple IP dispute, or a broader IP invalidation cycle, that reframes Masimo’s moat and shifts buyer leverage in hospital negotiations. (Reuters deal report)

Next catalyst

First “hard” process catalyst is Masimo’s proxy filing and shareholder vote timeline (watch for preliminary/definitive proxy on EDGAR), since the transaction requires Masimo shareholder approval. (Masimo Form 8-K)

FAQ

• What exactly changed by Danaher’s acquisition of Masimo Corporation news on 17 Feb 2026, and why does it matter for acute care monitoring markets?
  Danaher agreed to acquire Masimo for $180 per share in cash, implying ~$9.9bn enterprise value, and plans to house Masimo as a standalone opco within Diagnostics. (Danaher press release, Masimo announcement)
  This matters because Danaher is explicitly positioning Masimo’s non-invasive monitoring alongside its existing Diagnostics footprint, widening its exposure to hospital workflows beyond lab and blood-gas style systems. (Reuters deal report)
• What is the regulatory path after Danaher’s 17 Feb 2026 Masimo deal announcement, and what are the next formal steps?
  The merger requires Masimo shareholder approval and regulatory clearances including HSR plus specified non-US antitrust and foreign direct investment approvals. (Masimo Form 8-K, Danaher Form 8-K)
  Expect preliminary then definitive proxy materials, a set shareholder meeting date, and then regulator waiting periods before closing targeted for H2 2026. (Danaher press release)
• How is Danaher framing valuation and synergy in the 17 Feb 2026 Masimo announcement?
  Danaher cites ~18x 2027E EBITDA, or ~15x including the “full benefit” of expected synergies, and guides to >$125m annual cost synergies and >$50m annual revenue synergies by year 5. (Danaher press release)
  It also guides to $0.15–$0.20 adjusted EPS accretion in year 1 and ~$0.70 by year 5, which becomes a clean diligence target for integration execution. (Reuters deal report, Danaher press release)
• What deal protections and walk-away terms were disclosed around the 17 Feb 2026 Danaher–Masimo transaction?
  Masimo disclosed a $305m termination fee payable in certain scenarios (including accepting a superior proposal), plus an outside date of 16 Nov 2026 with an automatic extension to 16 Feb 2027 if only regulatory conditions remain. (Masimo Form 8-K)
  Masimo also disclosed customary no-shop provisions with a fiduciary out and parent match rights, which shapes topping-bid risk. (Masimo Form 8-K)
• How do prior Masimo strategic moves and current disputes context-set the 17 Feb 2026 announcement?
  Reuters notes Masimo had recently become more “pure-play” medtech after selling its Sound United consumer audio business, and also highlights Masimo’s IP dispute with Apple as ongoing context. (Reuters deal report, Masimo Sound United sale announcement)
  For diligence, the key is whether dispute outcomes or management distraction alter the sustainability of Masimo’s differentiation and customer leverage during a multi-quarter integration. (Reuters deal report)

Publisher / Disclosure

Publisher: LucidQuest Ventures Ltd. Produced: 17 Feb 2026, 16:41 London. Purpose: general and impersonal information. Not investment research or advice, no offer or solicitation, no suitability assessment. UK: directed at investment professionals under Article 19(5) and certain high-net-worth entities under Article 49(2)(a)–(d) of the Financial Promotion Order 2005. Others should not act on this. Sources and accuracy: public sources believed reliable, provided “as is,” may change without notice. No duty to update. Past performance is not reliable. Forward-looking statements carry risks. Methodology: questions-first framework using public sources. No conflicts. Authors do not hold positions unless stated. © 2026 LucidQuest Ventures Ltd.

Entities / Keywords

Danaher; DHR; Masimo; MASI; Mobius Merger Sub; Diagnostics segment; Radiometer; Cepheid; Beckman Coulter Diagnostics; Leica Biosystems; pulse oximetry; patient monitoring; acute care; AI-enabled monitoring; HSR; antitrust; foreign direct investment approvals; proxy statement; termination fee; no-shop; Politan Capital Management; shareholder vote; EBITDA; EPS accretion; synergies; Apple IP dispute

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