On December 29, 2023, Madryn Asset Management, LP (collectively with its affiliates, “Madryn”) issued the following press release. Also on December 29, 2023, Madryn made an update to its website, www.NoSomaLogicMerger.com, a screenshot of which is attached hereto as Exhibit 1 and incorporated herein by reference.
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 29, 2023—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. |
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