Madryn Asset Management Highlights Increasing Public Shareholder Opposition to Value-Destructive SomaLogic Merger and Calls on Company to Make Additional Disclosures
Highlights That Four SomaLogic Shareholders Have Now Openly Stated Their Intention to Vote "AGAINST" the Proposed Merger with Standard BioTools
Urges Fellow Shareholders to Vote "AGAINST" the Proposed Merger and Allow SomaLogic to Pursue Value-Enhancing Alternatives
NEW YORK, December 30, 2023--(BUSINESS WIRE)--Madryn Asset Management, LP (collectively with its affiliates, "Madryn" or "we"), a holder of approximately 4.2% of the outstanding common stock of SomaLogic, Inc. ("SomaLogic" or the "Company") (Nasdaq: SLGC), today issued the following statement regarding the proposed merger (the "Proposed Merger" or the "Transaction") with Standard BioTools Inc. ("Standard BioTools") (Nasdaq: LAB).
We would like to thank the many shareholders and stakeholders who have engaged in a productive dialogue with us and those who have already made their opposition to the Proposed Merger known, either publicly or privately. As we quickly approach the January 4th Special Meeting of Shareholders, we want to reiterate our strong opposition to the Transaction because it (i.) dramatically undervalues the Company, (ii.) results from what was clearly a sham process and (iii.) robs SomaLogic shareholders of the potential value that could stem from a range of other alternatives. We ask that investors carefully consider the analysis and facts published by Madryn, rather than relying on proxy advisory firms that inexplicably recommend shareholders trade a company with $2.41 per share in cash for LAB shares worth $2.45.
We urge all parties to take note of the following points:
Public Shareholder Opposition to the Proposed Merger is Significant
SomaLogic founder Lawrence Gold’s letter yesterday indicating he is against the Proposed Merger is just the latest in a string of public statements from shareholders registering their discontent. In addition to Madryn, Skye Fund III and Tikvah Management have also made their opposition known – making for a total of four separate significant shareholders voting against the Transaction – as well as the former CEO, Roy Smythe, suing the Company.
As a reminder, the recommendation from proxy advisory service Institutional Shareholder Services, Inc. ("ISS") only offered "cautionary support" for the Proposed Merger, which clearly leaves the door open for shareholders with reservations to vote "AGAINST" the Transaction.
The Company Must Make Additional Disclosures So Shareholders Can Make Fully Informed Decisions
SomaLogic continues to dodge critical questions and instead simply repeats the same tired and weak points in support of the Proposed Merger. Information has come to light that indicates the Company has failed to make important and robust disclosures about the merger process, in particular, to address these key questions:
Did the Board of Directors (the "Board") conduct a formal search for a permanent CEO?
SomaLogic still has not addressed this question despite seemingly making selective disclosures to ISS.
How does the Board justify not including strategics such as Laboratory Corporation of America Holdings ("Labcorp") (NYSE: LH) – in what it implies was a thorough and independent process?
As we recently disclosed, the Transaction Committee of the Company’s Board did not pursue a substantive dialogue with Labcorp, one of the industry’s most logical strategics, with a $19 billion market capitalization – before recommending shareholders vote for the Proposed Merger.
Did the Board evaluate other companies associated with Eli Casdin as part of its process, and was that evaluation the result of pressure from Mr. Casdin?
In addition to the numerous conflicts of interest inherent in the merger process that benefit Mr. Casdin, we have reason to believe that he may have pressured the Board to consider additional sub-par potential merger/acquisition partners in which he also has an interest.
The Merger Consideration Does Not Offer a Reasonable Premium to the Company’s Cash
SomaLogic has valuable assets, including intellectual property, relationships and revenues. Despite this, the value of the merger consideration is currently approximately 1.7% above the value of the Company’s most recently reported cash balance. Shareholders of SomaLogic who wish to maximize the long-term value of their shares must reject the Proposed Merger because it does not deliver a control premium that is proportional to the potential value of the Company’s cash, let alone the potential value of its business. With value-creating catalysts (the 11k assay rollout, the Illumina-partnered kits and $27 million of cost saving initiatives) on the verge of taking hold and hundreds of millions of dollars available to move towards commercialization, now is arguably the worst time to complete a transaction.
Better Value-Creating Alternatives Exist for SomaLogic
As we have comprehensively articulated, SomaLogic has exciting opportunities to create value by terminating the Proposed Merger and pursuing alternative paths. The Company should immediately activate the following simple five-point plan:
Resolve Litigation and Shareholder Disputes
Refresh the Board in a Methodical Way
Install a Commercially Focused Management Team
Implement Operational Enhancements
Consider Strategic Alternatives on an Appropriate Timeline
Shareholders should not accept what is clearly a flawed and value-destructive deal. We look forward to continuing to communicate further in the days ahead.
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Madryn Urges SomaLogic Shareholders to Vote "AGAINST" the Proposed Merger
Voting "AGAINST" the Proposed Merger Will Protect the Value of Your Investment and Will Position SomaLogic to Pursue Vastly Superior Alternatives
Visit www.NoSomaLogicMerger.com for Additional Information
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About Madryn Asset Management
Madryn Asset Management is a leading alternative asset management firm that invests in innovative healthcare companies specializing in unique and transformative products, technologies and services. The firm draws on its extensive and diverse experience spanning the investment management and healthcare industries and employs an independent research process based on original insights to target attractive economic opportunities that deliver strong risk-adjusted and absolute returns for its limited partners while creating long-term value in support of its portfolio companies.
IMPORTANT ADDITIONAL INFORMATION
Madryn Asset Management, LP, Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, Madryn Health Advisors, LP, Madryn Health Advisors GP, LLC, Madryn Select Opportunities, LP, Madryn Select Advisors, LP, Madryn Select Advisors GP, LLC and Avinash Amin (collectively, the "Participants") are participants in the solicitation of proxies from the stockholders of SomaLogic in connection with the special meeting of stockholders (the "Special Meeting"). On December 18, 2023, the Participants filed with the U.S. Securities and Exchange Commission (the "SEC") their definitive proxy statement and accompanying GREEN Proxy Card in connection with their solicitation of proxies from the stockholders of SomaLogic for the Special Meeting. MADRYN STRONGLY ADVISES ALL STOCKHOLDERS OF SOMALOGIC TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING GREEN PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IN SOMALOGIC, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all SomaLogic stockholders and is, along with other relevant documents, publicly available at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will provide copies of the definitive proxy statement without charge, when available, upon request. Requests for copies should be directed to Madryn Asset Management, LP.
Disclaimer
This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release are for general information only, and are not intended to provide investment advice. All statements contained in this release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this presentation in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Madryn disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results.
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Contacts
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