TTA’s mini-blizzard: Masimo’s $9.9B sale, Kiani’s Big Comeback, UHG’s Hemsley’s conflicts, Veradigm’s retrenching, ’25 results for Amwell, Teladoc, plus Humana, Honest Health, more!

February 27, 2026 | by | No Comments

27 February 2026

A big two weeks for news, in between blizzards. We have a Hollywood Ending with the sale of Masimo monitoring to giant Danaher for a jumbo $9.9 billion–not bad for a company that survived a dramatic proxy battle, cyberattacks, and more. A Hollywood Comeback for its deposed CEO Joe Kiani. In the Muddling Through department are Veradigm, Teladoc, and Amwell. UnitedHealth’s drama also continues as the CEO comes under conflict of interest scrutiny. And Rock Health wants us to keep the Blue Side Up!

Please feel free to comment and pass along. Let me know if this is worth it to you!

Chutes & Ladders: Amwell’s ’25 loss, ’26 hopes; Teladoc’s flat 2025; Walgreens and Cigna layoffs; telehealth stable at 7%; Humana CenterWell buys MaxHealth clinics; Honest Health raises $140M

Veradigm won’t face SEC enforcement action, cuts 15% of staff, forecasts further retrenching for 2026 growth

Hollywood Ending, Part Deux: Joe Kiani goes on from Masimo as tech CEO plus board chair of three companies

UnitedHealth Group’s CEO Hemsley held investments in competitive companies: WSJ

Rock Health’s sunnier 2025: up 35% due to AI, but a tale of ‘have and have nots’

Hollywood Ending: Masimo patient monitoring selling to Danaher for $9.9B, will be standalone operating company

And from earlier this month….Summing up the speculation: will Oracle sell off Oracle Health/Cerner to finance $300B OpenAI datacenter buildout?

Oh yes, one more….So why is there a ‘100% Written by a human’ flag in the header?

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Hollywood Ending: Masimo patient monitoring selling to Danaher for $9.9B, will be standalone operating company

February 18, 2026 | by | No Comments

The long Masimo drama has a Hollywood Ending, at least for shareholders. The sale announced on Tuesday 17 February is a rich one–$180 per share, cash. (Masimo was trading in the ~$130/share range last week, making this a close to 40% boost.). Both boards have approved the transaction, expected to close in H2 2026. At that time, Irvine California-based Masimo, which specializes in pulse oximetry and patient monitoring devices, will operate as a standalone company within Danaher’s Diagnostics segment along with Radiometer (blood analysis), Leica Biosystems, Cepheid, and Beckman Coulter Diagnostics. Danaher, based in Washington, DC, has not made any transitional management announcements. It is subject to the usual regulatory review and a formal Masimo shareholder vote. 

For those who like to run the numbers, Danaher claims it is paying “18x estimated 2027 EBITDA, or 15x 2027 estimated EBITDA including the full benefit of expected annual synergies. Masimo is expected to generate EBITDA of more than $530 million in 2027.” It is being financed with cash on hand and debt financing–no share payouts or contingencies. It expands the Danaher Diagnostics portfolio into pulse oximetry. Still, it came as a surprise to industry analysts such as JP Morgan and puts it up against industry giant Medtronic, according to Reuters.

Masimo had considered other partners prior to Danaher, but apparently kept it well under wraps. This ends a roller coaster ride that started in 2022, and included a Bad Buy, patent infringement lawsuits, topped by a messy proxy fight. A guide to what transpired:

  • A not-quite-all-there diversion into consumer health monitoring devices including watches. Masimo extended their patents into devices, which could be broadly understood, but then initiated a flurry of legal actions against Apple. Consumer health, interestingly, was then used to justify the Sound United buy.
  • Founder/now-former CEO Joe Kiani then diverted into consumer audio with Sound United, at a cost of over $1 billion. Sound United was a catchall of major higher-end brands such as Polk and Denon. Shareholders revolted, cracking Masimo’s market cap by roughly $5 billion. The mistake was corrected last year with a sale to Samsung’s HARMON division for $350 million, a loss of over 60%. [TTA 7 May 2025]
  • Joe Kiani’s closely-held management of the company and board was soon challenged by activist investor Politan Capital. The proxy fight in September 2024 wasn’t even close, with the Kiani director slate losing big with shareholders. Kiani, a friend to former president Biden, was booted out of his 35-year directorship and CEO spot before the election and tied up with legal actions.
  • Late last April, their websites and systems for manufacturing and operations were brought down with a major cyberattack. With great irony, it struck right at the time of the annual shareholder meeting. Weeks later, their websites for both US and Canada were still disorganized.
  • The court battles continue. In the Federal Central Court of California, Masimo’s suit was approved to proceed before Labor Day 2025. This charged ’empty voting’ conspiracy and collusion between Kiani and shareholder RTW Investments in the proxy fight. Apparently Masimo earlier dropped the charges against Kiani but the court upheld them. MPO  Other lawsuits by Kiani center on his severance package and dismissal. The SEC in late 2024 announced an investigation of RTW’s involvment in the ’empty voting’ scheme, but as of today there is no update on its status.
  • Last November, Masimo scored a solid win in Federal Court when a jury awarded them $634 million of Apple’s money, The infringment was made by features in the Apple Watch’s workout mode and heart rate notifications. Of course, Apple plans to appeal based on the 2022 patent expiry. There is also a separate International Trade Commission (ITC) action banning Apple from importing the Apple Watch 9 and Ultra 2. For Masimo, an additional insult upon injury is that Masimo also accused Apple of hiring away key employees. Reuters

For Politan, known as a ‘take no prisoners’ activist investor, this is a major success–to take over, turn around a troubled company in approximately two years, and sell it profitably to a large company like Danaher. Danaher also buys it with Politan firmly in control, happy shareholders, and nearly all the soap opera wrapped up or due to soon. Masimo CEO Katie Szyman has a track record of smoothly transitioning smaller companies to larger ones, for instance her previous two companies, Edwards Lifesciences to BD. Masimo’s chair, Michelle Brennan, is retired from a senior global management post at J&J. Not bad for a year’s work. TTA 22 Jan 2025

This is quite unlike the rolling troubles Politan Capital has at its other big healthcare investment, Centene.

MedTech Dive. Danaher release. TTA’s back file on Masimo, starting in 2023, is here. 

What’s next for: Steward CEO now in criminal contempt of Congress; Walgreens’ Pessina’s fortune vanishes by 97%; Masimo’s Kiani now a man without a company

September 26, 2024 | by

Senate unanimously votes to hold Steward Health CEO in contempt. The resolution passed on Wednesday 25 September refers the contempt charges against Dr. Ralph de la Torre, the CEO of Steward Health, to the Department of Justice (DOJ). The Senate Committee on Health, Education, Labor and Pensions (HELP) voted on 19 September to recommend two contempt charges–criminal and civil–to the full Senate. It is the first time since 1971 that a criminal contempt charge has been passed. The DOJ’s actions can include prosecution by the District of Columbia’s US Attorney which can mean arrest and possible incarceration, with a fine that doesn’t exceed $100,000, or civil contempt which usually involves a fine and another subpoena to appear. FierceHealthcare, Becker’s

The threatening language of the HELP committee members such as Bernie Sanders and Ed Markey surely did not encourage de la Torre or his legal counsel to appear on 12 September, with the anger across the board among all members regardless of party. All that it promised to be was, in street language, the worst kind of beatdown. Formally, the appearance was rejected because of Steward’s bankruptcy in adjudication in the US Bankruptcy Court for the Southern District of Texas supervising the sale of Steward assets. There is also a court order that prevents de la Torre from commenting during the sale process. To the press, his legal counsel depicted the HELP committee hearing as “a pseudo-criminal proceeding in which they use the time, not to gather facts, but to convict Dr. de la Torre in the eyes of public opinion.” TTA 14 Sept

Steward Health’s spectacular collapse opens even more Pandora’s Boxes for de la Torre. He possibly faces additional lawsuits attempting to ‘pierce the corporate veil’ to claw back his bank and personal, sizeable maritime and aviation assets–or hold him criminally liable, far more complicated, long-term, and damaging. A cynical view would be that de la Torre would be well advised to get on his $40 million yacht or one of his private aircraft–and depart for a destination that is reluctant to extradite to the US. 

Walgreens Boots Alliance’s troubles drastically shrink executive chairman Stefano Pessina’s personal fortune. Chairman Pessina, who holds 17% of WBA stock and is the single largest shareholder, has seen his holdings shrink in value by 97%, from $12 billion in 2015 to a current $1.3 billion, according to Bloomberg data. The 83-year-old WBA head has seen hard times before. He pulled a rabbit out of the proverbial hat in 2007 by going private with Boots and then merging it with Walgreens in 2015, but time and Mr. Market are not on his side with taking on the debt load necessary.

Is WBA or Walgreens attractive to an acquirer? With stock trading at a record low of around $8 and a market capitalization of about $7.5 billion, it may be a bargain if an investor ignores or doesn’t blanch at the debt load. But those who understand the business cannot buy due to US antitrust regulations, which rules out any retail competitor or PBM. Or the company could be parted out to healthcare providers or a health insurer, but that ignores their miseries, such as reduced Medicare Advantage reimbursements. Their mistakes such as VillageMD and unprofitable locations are in the middle of being worked out and the company is shrinking. Meanwhile, their 15 October full-year earnings report will be dripping with red ink, as their Q1-3 lost $314 million versus prior year earnings of $1.2 billion. Crain’s Chicago Business

Vanishing for Joe Kiani is his day job at Masimo after a dramatic proxy fight. The founder of the audio and health monitor company was voted out of his board seat by shareholders. He followed by resigning as CEO after founding the company 35 years ago. Michelle Brennan, a board member (from Politan) has been appointed as interim CEO. Previously, she was a senior executive at Johnson & Johnson’s companies, including international experience in business development, for over 30 years. She also is on the board of Cardinal Health. Korn Ferry is coordinating the search for a permanent CEO.

The proxy battle wasn’t even close, according a CNBC report reported by Strata-gee. Quoting an inside source, the Politan slate of two directors, Darlene Solomon and William Jellison, received twice as many votes as Joe Kiani and Christopher Chavez on the Masimo slate. 

The company is continuing ‘strategic alternatives’ (read: sale) of its consumer health and audio businesses, the latter mostly acquired in the utterly snakebit 2022 acquisition of Sound United’s consumer audio brands. Masimo is using Centerview Partners and Morgan Stanley as financial advisors and Sullivan & Cromwell as a legal advisor. Presumably, the Kiani-arranged sales to or joint ventures of these units with unnamed investors is off. Masimo will be retaining their professional healthcare and pulse oximetry products. For Q3 2024, Masimo reiterated its financials from early August, with earlier guidance here.

Whether others will depart with Kiani is too soon to tell. During the proxy fight in July, Masimo’s chief operating officer, Bilal Muhsin, promised to resign if Kiani was forced out, specifically citing that he would refuse to work with Quentin Koffey, a Masimo director and chief investment officer of Politan Capital. Other managers signed similar letters around the same time.  However, in the Masimo release on the Kiani resignation, financials, and management changes, CFO Micah Young and Muhsin stated that would provide more details on an earnings call in October.

The Strate-gee view was that shareholders got tired of hearing promises about Sound United and that Kiani was high-handed with them–treating it as his personal company and not theirs. Healthcare Dive

Rounding up follow ups: Walgreens shareholder suit on pharmacy performance, Steward CEO no-shows Senate committee, Masimo-Politan proxy fight has court win for Politan–vote on for 19 September

September 14, 2024 | by

Another shovelful topping Walgreens’ Mound of Misery. Filed in the US District Court for the Northern District of Illinois, this shareholder lawsuit points to the poor performance of Walgreens’ pharmacy division. The fault is assigned to Walgreens management, specifically CEO Tim Wentworth and CFO Manmohan Mahajan plus 10 other executives including chairman Stefano Pessina, in overstating the division’s performance between 12 October 2023 to 26 June 2024 . It charges that they “falsely and materially claimed confidence in the brand inflation, volume growth, cost execution, discipline, and overall contributions of [Walgreens’] pharmacy division”, leading to an overvaluation of Walgreens’ share price. In addition, Walgreens “veiled the reality: that (Walgreens’) pharmacy division was not actually equipped to adapt to ongoing hurdles within the industry”.

The shareholder is Mark Tobias, a shareholder since late 2022. Key to the suit is the 12 October 2023 earnings conference call that contained positive comments about the pharmacy operation made by Wentworth, new at that time to Walgreens, and Mahajan. Their tune changed by the 27 June 2024 conference call where they admitted that the pharmacy model was “not sustainable”. Walgreens’ share price on 12 October 2023 was $24.19.  As of 4pm New York time today, 13 September, Walgreens closed at $9.21.

From the Crains Chicago Business article, the lawsuit demands restitution and reforms:

  • Walgreens should be awarded damages and restitution from the individual defendants
  • The company and defendants take steps to reform and improve corporate governance and internal procedures
  • Those reforms may include
    • Strengthening the board’s supervision of operations
    • Permitting Walgreens shareholders to nominate at least five candidates for election to the board
    • Ensure the establishment of effective oversight of compliance with applicable laws, rules and regulations

The Crains article also includes a Scribd copy of the filing.  Also Healthcare Dive

Another very large Mound of Misery buried Steward Health…but CEO Ralph de la Torre doesn’t plan to comply with a Senate committee subpoena. His testimony before the Senate’s Health, Education, Labor and Pensions committee was scheduled for 12 September but last week on 4 September, his attorneys informed the committee that Dr. de la Torre would not appear. They cited the ongoing US Bankruptcy Court for the Southern District of Texas sale of Steward assets (Healthcare Dive update) and a court order that silences him from comment during the sale process. The committee, chaired by Senator Bernie Sanders, is also accused by the CEO’s attorneys of using the bankruptcy and de la Torre’s marine possessions (a $40 million yacht and $15 million fishing boat) and private jets as “a pseudo-criminal proceeding in which they use the time, not to gather facts, but to convict Dr. de la Torre in the eyes of public opinion.”

The committee plans to decide on 19 September among two options: whether Dr. de la Torre will be brought up on criminal contempt charges that would be referred to the District of Columbia US Attorney, or civil contempt which usually involves a fine and another subpoena to appear. Several Senators on the committee–Sanders, Elizabeth Warren, and Edward Markey–have called de la Torre’s no-show “outrageous”. Sanders has issued threats of de la Torre being held accountable for his greed, but exactly how much of this is for the press and what the committee will do is unclear.  More of concern to the CEO would be whether further lawsuits would attempt to ‘pierce the corporate veil’ and claw back his bank and personal assets–or hold him criminally liable. Healthcare Dive, AP

The ugly Masimo-Politan Capital proxy fight continues–with a win for Politan. The attempt by Masimo, a consumer audio company that branched out into professional healthcare and pulse oximetry products–and last year won a big patent infringement decision against Apple on pulse oximetry—to further postpone a shareholder vote on giving control to activist shareholder Politan Capital ended in a loss yesterday. The US District Court, Central District of California denied Masimo’s request for a preliminary injunction to block Politan’s nominees for the Masimo board. Unless Masimo’s motion asking the same court to find Politan in contempt due to breaking the court’s sealing order on the decision, and the court grants a further delay, the shareholder vote will be held next Thursday 19 September. The likely outcome, according to Strata-gee which is covering this from the consumer audio perspective, is that shareholders will turn the board over to Politan by electing their representatives to the two open seats, booting CEO Joe Kiani–and total corporate chaos will ensue. Strata-gee has all the gory details. Background in TTA 8 August and prior.