| | • | | Mr. Ryan earned $3.2 million for serving as executive chairman of GeneDx; Mr. Casdin serves on the board committee that determines the compensation levels that Mr. Ryan has received and will receive going forward—we believe that is a blatant ongoing conflict. |
| | • | | “Tom Carey … is the founder of Perspective Group, an executive search firm that operates within the life sciences industry from which Mr. Carey has retired, which has performed work for clients in which Casdin Capital is or was an investor…” |
Additionally, the Company has added further disclosure concerning the special economic rights afforded to the holders of Standard BioTools’ Series B Preferred Stock, which we have noted as a problematic aspect of the Proposed Merger:
| | • | | “[T]he Series B Preferred Stock will have a senior liquidation preference to the combined company’s common stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and will retain the right to require redemption of the Series B-1 Preferred Stock and Series B-2 Preferred Stock, respectively, in the event of a “Change of Control” as defined in the Certificates of Designations of the Series B Preferred Stock, which could have an adverse effect on the value of the combined company’s common stock in certain sale transactions at valuations that are less than the conversion price of the Series B Preferred Stock.” |
Taken as a whole, we believe these additional facts are highly concerning, and SomaLogic shareholders should recognize that the governance practices in relation to this process appear to be incredibly poor, to say the least. The fact that these disclosures were made only two weeks ahead of the planned vote compounds the ongoing governance failures present at the Company. We believe it is completely inappropriate for SomaLogic to expect shareholders to be able to cast fully informed votes on the Proposed Merger so soon after such troubling information was made public during the holiday season and with little time until the shareholder vote. We continue to urge SomaLogic shareholders to vote “AGAINST” the Proposed Merger.
Voting “AGAINST” the Proposed Merger Will Protect the Value of Shareholders’ Investment and Allow 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, 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
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