Madryn Asset Management DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

SomaLogic, Inc.

(Name of Registrant as Specified in its Charter)

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

Avinash Amin

(Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

On January 2, 2024, Madryn Asset Management, LP (collectively with its affiliates, “Madryn”) submitted a letter to the Delaware Court of Chancery, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference. On January 3, 2024, Madryn issued a press release, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. Also on January 3, 2024, Madryn made an update to its website, www.NoSomaLogicMerger.com, a screenshot of which is attached hereto as Exhibit 3 and incorporated herein by reference.

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. 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.

Exhibit 1

January 2, 2024

By File & ServeXpress and Federal Express

The Honorable Sam Glasscock III

Vice Chancellor

Delaware Court of Chancery

34 The Circle

Georgetown, DE 19947

Re:

Gold et al. v. SomaLogic, Inc. et al., C.A. No. 2023-1249-SG

Dear Vice Chancellor Glasscock:

We write on behalf of non-party Madryn Asset Management, LP (collectively with its affiliates, “Madryn”), a stockholder of SomaLogic, Inc., to respectfully request that the Court consider the lack of public availability of the parties’ filings related to Plaintiffs’ motion for a preliminary injunction and postpone the stockholder vote regarding the proposed stock-for-stock merger between SomaLogic and Standard BioTools Inc. at least until SomaLogic’s stockholders have a chance to review and consider the recently filed submissions in connection with Plaintiffs’ motion. This vote, which takes place before the stockholders can see why SomaLogic’s founder and its current Chief Technology Officer felt compelled to seek this injunction, will not adequately uphold the public’s right of access to these proceedings and permit a fully informed vote consistent with Delaware law.

The Honorable Sam Glasscock III

January 2, 2024

Page 2

Currently, the stockholder vote is scheduled for Thursday, January 4, 2024. But Plaintiffs’ brief in support of their motion for preliminary injunction, Defendants’ brief in opposition to Plaintiffs’ motion, and Plaintiffs’ reply brief, as well as all exhibits and affidavits accompanying these submissions, are presently under seal in their entirety, and are not due to be unsealed until after the January 4 stockholder vote. See Ct. Ch. R. 5.1(d) (“[T]he filer of a Confidential Filing shall file a public version within five days after making the Confidential Filing.”). Madryn is not operating in a group with Plaintiffs in this action, and it has not seen any of the confidential filings in this action.

Madryn is running a proxy campaign opposing the proposed merger because of the conflicted process that led to the transaction and the lack of value the merger would offer current shareholders other than Eli Casdin. Madryn’s opposition has been echoed by many institutional stockholders. See, e.g.:

•

Press Release, Boston Millennia Partners, Boston Millennia Partners Intends to Vote Against Proposed Merger of SomaLogic With Standard BioTools (Dec. 31, 2023), http://tinyurl.com/5n7uuakc;

•

Press Release, Tikvah Management, Tikvah Management Announces Intention to Vote against Somalogic’s Proposed Merger with Standard BioTools (Dec. 22, 2023), http://tinyurl.com/44thvmjz;

The Honorable Sam Glasscock III

January 2, 2024

Page 3

•

Press Release, Skye Fund III, Skye Fund III Issues Letter Regarding Opposition to SomaLogic’s Proposed Merger with Standard BioTools (Dec. 20, 2023), http://tinyurl.com/4vkb52sh.

But none of the stockholders, nor the proxy advisory firms, have seen the evidence or arguments in this case. The reports and recommendations of proxy advisory firms are highly influential on the voting decisions of shareholders, the vast majority of which rely on the work of such firms before casting their votes. In its voting recommendation for this transaction, Institutional Shareholder Services Inc. wrote that, “[a]lthough there is no evidence in the proxy that other alternatives were not appropriately considered in favor of the merger …, shareholders will want to monitor the outcome of the pending lawsuit for any such evidence” (emphasis added). Shareholders cannot monitor the lawsuit when its most important filings are under seal. See Al Jazeera Am., LLC v. AT & T Servs., Inc., 2013 WL 5614284, at *3 (Del. Ch. Oct. 14, 2013) (“[T]he public’s right of access to court documents … is ‘considered fundamental to a democratic state and necessary in the long run so that the public can judge the product of the courts in a given case.’”). Indeed, Madryn understands from former SomaLogic CEO Roy Smythe that he submitted a lengthy sworn affidavit in connection with Plaintiffs’ motion for a preliminary injunction, but that affidavit is not yet accessible to the public.

The Honorable Sam Glasscock III

January 2, 2024

Page 4

Defendants will not be prejudiced if the vote is briefly postponed until after January 9, 2024—the date when all filings related to the PI hearing will be public—to enable SomaLogic’s stockholders to access and process the preliminary injunction briefs and accompanying exhibits and affidavits. Indeed, Defendants admitted at the December 21, 2023 expedition hearing that the merger agreement does not require a shareholder vote before January 14, 2024. See Dec. 21, 2023 Hrg. Tr. at 49 (Exhibit A hereto).

It is critical that stockholders receive full disclosure and be fully informed before they vote on an important transaction like this one. See Dohmen v. Goodman, 234 A.3d 1161, 1168 (Del. 2020) (“When directors request discretionary stockholder action, they must disclose fully and fairly all material facts within their control bearing on the request.”); see also State of Wisconsin Inv. Bd. v. Bartlett, 2000 WL 193115, at *3 (Del. Ch. Feb. 9, 2000) (“I further find that the Medco shareholders will suffer irreparable harm as a matter of law if they must vote for or against the merger on February 10 at 1000 given my findings that they will not have adequate time to receive, absorb and consider the supplement material and consummate a change of their vote on the merger.”). We therefore respectfully request that the Court consider the public availability of the preliminary injunction filings and grant at least so much of Plaintiffs’ request to postpone the vote so that stockholders can review and digest the preliminary injunction filings in this case.

The Honorable Sam Glasscock III

January 2, 2024

Page 5

Respectfully submitted,

/s/ Catherine A. Gaul

Catherine A. Gaul (#4310)

Words: 818/1,000


cc:		Register in Chancery (by File & ServeXpress)
		A. Thompson Bayliss, Esq. (by File & ServeXpress)
		E. Wade Houston, Esq. (by File & ServeXpress)
		Christopher Fitzpatrick Cannataro, Esq. (by File & ServeXpress)
		T. Brad Davey, Esq. (by File & ServeXpress)
		Nicholas D. Mozal, Esq. (by File & ServeXpress)
		Caneel Radinson-Blasucci, Esq. (by File & ServeXpress)
		Megan Thomas, Esq. (by File & ServeXpress)
		Raymond J. DiCamillo, Esq. (by File & ServeXpress)
		Sandy Jing Xu, Esq. (by File & ServeXpress)
		Noah H. Brown, Esq. (by File & ServeXpress)
		D. McKinley Measley, Esq. (by File & ServeXpress)
		Phil Reytan, Esq. (by File & ServeXpress)

EXHIBIT A

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


DR. LARRY GOLD and DR. JASON	:
CLEVELAND, on behalf of themselves and:
all similarly situated stockholders	:
of SomaLogic, Inc.,	:
	:
Plaintiffs,	:
	:
v	:	C. A. No.
	:	2023 – 1249 – SG
SOMALOGIC, INC., ELI CASDIN, TROY COX,	:
KATHY HIBBS, THOMAS CAREY, TYCHO	:
PETERSON, JASON RYAN, RICHARD POST,	:
ANNE MARGULIES, ROBERT BARCHI, CASDIN	:
CAPITAL, LLC, and STANDARD BIOTOOLS	:
INC.,	:
	:
Defendants.	:

– – –

Chancery Court Chambers

Court of Chancery Courthouse

34 The Circle

Georgetown, Delaware

Thursday, December 21, 2023

9:30 a.m.

– – –

BEFORE: HON. SAM GLASSCOCK III, Vice Chancellor

– – –

ORAL ARGUMENT and RULINGS OF THE COURT ON PLAINTIFF’S

MOTION TO EXPEDITE THEIR DISCLOSURE CLAIMS

CHANCERY COURT REPORTERS

New Castle County Courthouse

500 North King Street - Suite 11400

Wilmington, Delaware 19801

(302) 255-0522



		2

1		APPEARANCES:

2		E. WADE HOUSTON, ESQ.
		CHRISTOPHER FITZPATRICK CANNATARO, ESQ.
3		Abrams & Bayliss LLP
		-and-
4		PETER L. WELSH, ESQ.
		of the Massachusetts Bar
5		Ropes & Gray LLP
		-and-
6		NICHOLAS M. BERG, ESQ.
		of the Illinois Bar
7		Ropes & Gray LLP
		for Plaintiffs
8

		T. BRAD DAVEY, ESQ.
9		NICHOLAS D. MOZAL, ESQ.
		CANEEL RADINSON- BLASUCCI, ESQ.
10		Potter, Anderson & Corroon LLP
		-and-
11		CATHERINE D. KEVANE, ESQ.
		of the California Bar
12		Fenwick & West LLP
		-and-
13		Y. MONICA CHAN, ESQ.
		of the Washington Bar
14		Fenwick & West LLP
		for Defendants SomaLogic, Inc., Troy Cox,
15		Kathy Hibbs, Thomas Carey, Tycho Peterson,
		Jason Ryan, Richard Post, Anne Margulies, and
16		Robert Barchi

17		RAYMOND J. DiCAMILLO, ESQ.
		SANDY XU, ESQ.
18		NOAH H. BROWN, ESQ.
		Richards, Layton & Finger, P.A.
19		-and-
		DANIEL W. HALSTON, ESQ.
20		of the Massachusetts Bar
		WilmerHale LLP
21		-and-
		SARA E. HERSHMAN, ESQ.
22		of the New York Bar
		WilmerHale LLP
23		for Defendants Eli Casdin and Casdin Capital, LLC
24		Appearances (cont’d)

CHANCERY COURT REPORTERS



		3

1		APPEARANCES (Cont’d):

2		D. McKINLEY MEASLEY, ESQ.
		PHILLIP REYTAN, ESQ.
3		Morris, Nichols, Arsht & Tunnell LLP
		-and-
4		JOHN SYLVIA, ESQ.
		of the Massachusetts Bar
5		Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P. C.
6		for Defendant Standard BioTools Inc.
7		– – –
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24

CHANCERY COURT REPORTERS



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1		THE COURT: Good morning, counsel.

2		Could we do a roll call, please.

3		ATTORNEY HOUSTON: Good morning, Your

4		Honor. For the plaintiffs, it’s Wade Houston and

5		Chris Cannataro from Abrams & Bayliss and Peter Welsh

6		and Nicholas Berg from Ropes & Gray. The Ropes team’s

7		pro hac vice applications have been filed. And with

8		Your Honor’s permission, Mr. Welsh will present for

9		us.

10		THE COURT: All right. And I will

11		orally grant Mr. Welsh’s pro hac vice application and

12		welcome him to this discussion.

13		ATTORNEY WELSH: Thank you very much,

14		Your Honor.

15		ATTORNEY DAVEY: Good morning, Your

16		Honor. It’s Brad Davey from Potter,

17		Anderson & Corroon. With me in my office I have Nick

18		Mozal and Caneel Radinson-Blasucci. We are appearing

19		on behalf of defendants SomaLogic and Cox, Hibbs,

20		Carey, Peterson, Ryan, Post, Margulies, and Barchi.

21		Also on the line I have my co-counsel Catherine Kevane

22		and Monica Chen of Fenwick & West. And I will be

23		presenting the opposition to the motion this morning.

24		THE COURT: All right. Welcome all.

CHANCERY COURT REPORTERS



		5

1		And I will be happy to hear from you, Mr. Davey.

2		ATTORNEY MEASLEY: Good morning, Your

3		Honor. Mack Measley from Morris Nichols on behalf of

4		Standard Biotools. With me in my office is my

5		colleague Phil Reytan, and on the line my co-counsel

6		Jack Sylvia from Mintz Levin.

7		THE COURT: Welcome all. And who is

8		going to be speaking, if anyone, Mr. Measley?

9		ATTORNEY MEASLEY: I don’t think we’ll

10		be speaking, Your Honor. But if something comes up, I

11		am prepared to handle it.

12		THE COURT: All right. Thank you.

13		All right.

14		ATTORNEY DiCAMILLO: Good morning.

15		THE COURT: I’m sorry, I didn’t mean

16		to cut anyone off. Go ahead.

17		ATTORNEY DiCAMILLO: No problem, Your

18		Honor. Good morning. It’s Ray DiCamillo for Casdin

19		Capital and Eli Casdin. Also on the line with us this

20		morning from my office are Sandy Xu and Noah Brown.

21		And from WilmerHale, Daniel Halston and Sara Hershman.

22		And we do not expect to be making a presentation this

23		morning, but if we need to address anything, either

24		Mr. Halston or I will do it.

CHANCERY COURT REPORTERS



		6

1		THE COURT: All right. Thank you.

2		Welcome all.

3		Anyone else?

4		(No response.)

5		THE COURT: Would you like to go ahead

6		and present your motion, Mr. Welsh.

7		ATTORNEY WELSH: Yes, I would, Your

8		Honor. Thank you very much. Your Honor, for the

9		record, Peter Welsh on behalf of plaintiffs Gold and

10		Cleveland.

11		Your Honor, plaintiffs are moving to

12		expedite these proceedings based on disclosure claims

13		that we have alleged in a complaint filed with the

14		Court and our motion papers filed with the Court.

15		Your Honor, I would like to begin my presentation this

16		morning by focusing on some breaking news happening

17		realtime that I think is very indicative of what we

18		are contending with here, Your Honor, both on the

19		timing front and on the colorable claim front.

20		And that is, Your Honor undoubtedly

21		saw in the filings made by defendants with the Court

22		on Tuesday that the defendants have filed some, what

23		they have presented as proposed supplemental

24		disclosures to be made in connection with this

CHANCERY COURT REPORTERS



		7

1		transaction. Those supplemental disclosures, along

2		with the defendants’ briefing, were filed under seal

3		with this Court. And Your Honor has undoubtedly

4		reviewed the supplemental disclosures. And from our

5		perspective, certainly, Your Honor, they are extensive

6		supplemental disclosures and highly material

7		supplemental disclosures on both of the key issues

8		that are alleged in our complaint, the director

9		independence issue and the management projections LRP

10		issue.

11		Those disclosures again, however, are

12		filed under seal with the Court. They have not to

13		this day been filed with the SEC or disclosed to

14		stockholders. And Your Honor might wonder why that’s

15		the case. Your Honor might wonder why they were filed

16		under seal and why the company has not yet filed them

17		with the SEC or disclosed them to stockholders. And

18		that is particularly interesting, Your Honor, because

19		the market is now open on Thursday, and prior to the

20		market open this morning, SomaLogic issued a letter to

21		stockholders reiterating the company’s recommendation

22		for a value-maximizing merger with Standard Biotools.

23		That’s the headline for the open letter to

24		stockholders.

CHANCERY COURT REPORTERS



		8

1		And that open letter goes through in

2		some significant detail the company’s case for the

3		proposed transaction and lays out in detail the

4		company’s arguments for the proposed transaction.

5		Yet, that open letter to stockholders does not

6		disclose the supplemental proxy disclosures anywhere.

7		They are not attached to that letter. They are not

8		referenced in that letter. The very material

9		supplemental disclosures contained in the company’s

10		proposed supplemental proxy are not disclosed to

11		stockholders in that letter.

12		Interestingly, also, Your Honor, we

13		understand that on Tuesday of this week, the company

14		met with Glass Lewis and ISS in an effort to obtain

15		Glass Lewis’s and ISS’s favorable recommendation for

16		this transaction. No recommendation has yet been

17		issued by Glass Lewis and ISS. One is expected soon,

18		of course, given the timing for this transaction, with

19		the vote currently scheduled for January 4th, but no

20		recommendation has been issued.

21		And, Your Honor, these circumstances

22		suggest to us the very real possibility that what the

23		company is engaged in here is a two-faced game with

24		this Court on the one hand and Glass Lewis, ISS, and

CHANCERY COURT REPORTERS



		9

1		stockholders on the other hand as part of an

2		intentional effort to mislead Glass Lewis, ISS, and

3		stockholders into supporting this transaction by

4		withholding or sitting on very material disclosures,

5		while this morning advocating in detail in favor of

6		the transaction and advocating with Glass Lewis and

7		ISS to support the transaction.

8		Your Honor, very respectfully, we

9		think a court of equity should not countenance this

10		kind of an approach to shareholder disclosure in

11		connection with a fundamental transaction of this

12		nature.

13		Your Honor, this trickle-through

14		approach taken by the company is also precisely why we

15		have not filed suit earlier than when we did. The

16		process of getting 220 documents from the company has

17		been a painstaking process of pulling teeth from the

18		company, both getting an NDA agreed to and getting the

19		company to produce very basic, very readily accessible

20		corporate records like board minutes and board

21		materials.

22		And we have been vigilant about that.

23		We have done what this Court has guided many, many

24		times in the past in connection with bringing a

CHANCERY COURT REPORTERS



		10

1		challenge of this nature. We sought 220 documents.

2		We pursued the 220 documents vigorously. And we only

3		received a production of the 220 documents on the eve

4		of our filing the complaint, and we filed the

5		complaint as quickly as we could on the basis of those

6		documents.

7		THE COURT: I don’t think you need to

8		argue the laches affirmative defense. I will wait and

9		hear what the company responds, and you can supplement

10		whatever you need to at that time. But I don’t really

11		need any help with that.

12		ATTORNEY WELSH: Great. Thank you

13		very much, Your Honor.

14		I will then move on to colorable

15		claim.

16		Your Honor, this complaint was

17		obviously colorable when filed, and we say obviously

18		because of the supplemental disclosures that are

19		proposed by the company. Again, if the Court reviews

20		just pages 81 and 82 of the supplemental proxy and

21		pages 143 and 144 of the supplemental proxy, the Court

22		will see very extensive disclosures in the first

23		instance of very material conflicts of interest

24		afflicting all of the members of the transaction

CHANCERY COURT REPORTERS



		11

1		committee who pursued this transaction and a majority

2		of the board. On pages 143 to 144, the Court will see

3		a very extensive disclosure, a supplemental disclosure

4		and corrected disclosure of management projections and

5		management’s long-range plan. Those supplemental

6		disclosures I think conclusively demonstrate that our

7		complaint was colorable when filed.

8		Our complaint remains colorable, Your

9		Honor, because the supplemental disclosures proposed

10		by the company are by no means sufficient to moot out

11		the plaintiffs’ disclosure claims.

12		As explained in detail in our reply

13		brief, Your Honor, there are clearly material facts

14		about the directors and their conflicts of interest

15		with Casdin Capital and Mr. Casdin that the company

16		has not made public, even in its supplemental

17		disclosures.

18		One notable example is Jason Ryan,

19		Defendant Ryan. Defendant Ryan was the chair of the

20		transaction committee and, of course, deeply involved

21		in analyzing and approving the proposed transaction.

22		And Mr. Ryan was installed on the board on March 28th,

23		what we’ve been calling the Saturday night massacre of

24		March 28th, when the former CEO was removed and two

CHANCERY COURT REPORTERS



		12

1		independent directors were removed and four new

2		directors were installed, including Mr. Ryan. And

3		those four new directors have extensive ties with

4		Casdin Capital. One of the significant ties between

5		Chairman Ryan and Casdin Capital that is still not

6		disclosed in the merger proxy is that Mr. Ryan is the

7		executive chair of a company called GeneDx. That fact

8		is disclosed in the supplemental proxy, that Mr. Ryan

9		is the chair of — executive chair of GeneDx. What’s

10		not disclosed is that last year Mr. Ryan earned

11		$3.2 million for serving as executive chairman of

12		GeneDx, and Mr. Casdin, who is also on the board of

13		GeneDx, is on the compensation committee of GeneDx

14		that fixed Mr. Ryan’s $3.2 million pay package for

15		serving as executive chairman.

16		What’s also not disclosed about

17		Mr. Ryan is that the Casdin- sponsored SPAC that

18		transacted with GeneDx was responsible for appointing

19		Mr. Ryan to serve as GeneDx’s chairman — executive

20		chairman in the first place.

21		Another material fact — and I won’t

22		bore Your Honor with all of the material facts. We

23		have laid these out in our reply brief — but just to

24		flag another noteworthy material fact is that the

CHANCERY COURT REPORTERS



		13

1		former CEO, Roy Smythe, who was removed as CEO prior

2		to the March 28th Saturday night massacre, Mr. Smythe

3		was removed, as we alleged in the complaint, because

4		he repeatedly opposed the proposed transaction between

5		SomaLogic and Standard.

6		That opposition is detailed in proxy

7		filings made by Madryn Capital. Madryn Capital is

8		another investor in SomaLogic that is currently

9		running a proxy solicitation campaign in opposition to

10		the proposed merger. And in materials filed by Madryn

11		Capital opposing the merger, Madryn Capital quotes

12		former CEO Smythe as follows. This is CEO Smythe

13		speaking. Quote, The first time the company was asked

14		to consider a merger with Standard Biotools, the

15		strong consensus was that Standard Biotools’

16		technology and products were not additive or

17		synergistic and SomaLogic’s balance sheet did not

18		require any additional capital. The M&A committee of

19		the board at that time asked the management team to

20		kill the deal. There was subsequent contention

21		between a board member — who we believe is Eli

22		Casdin — there was subsequent contention between a

23		board member and the management group/CEO for not

24		supporting the proposal.

CHANCERY COURT REPORTERS



		14

1		Several months later, the management

2		team was again asked to evaluate the deal after

3		looking at other opportunities. The recommendation

4		from management was unchanged. I did not believe this

5		deal provided for commercial lift, and there was

6		adequate capital to continue the current plan of

7		commercial team growth and product diversification,

8		with significant market interest in the stand- alone

9		company. In both of the two years prior to my

10		departure, the company doubled its customer base, and

11		it’s my understanding that this trend has continued,

12		end quote.

13		That is the former CEO Smythe’s view

14		of the current proposed transaction. The former CEO’s

15		view of the proposed transaction, particularly when

16		the CEO has been removed right before the process gets

17		kickstarted into high gear, is, we believe, Your

18		Honor, material, and we don’t believe it’s

19		self-flagellation for the company to disclose that its

20		former CEO — again, who left right before this

21		transaction got turbocharged — that that former CEO

22		was repeatedly in opposition to the proposed merger

23		transaction.

24		So those, Your Honor, are two very

CHANCERY COURT REPORTERS



		15

1		notable but by no means all of the examples of

2		material facts that are not disclosed in the current

3		or supplemental merger proxy.

4		I will touch just very briefly, Your

5		Honor, and then I will pause, on the LRP claims. The

6		LRP claims are also very material claims. And the

7		disclosures in the supplemental proxy continue to omit

8		material information concerning the management

9		forecasts and the LRP. And that’s clear in two ways

10		with respect to the June 6th board meeting, which was

11		the formal start of the process at the board meeting

12		level. And what the supplemental proxy says about the

13		June 6th meeting is that the board considered at the

14		June 6th meeting a “draft” of a proposed long- range

15		financial plan. And then the proxy goes on to say

16		that the CEO at that meeting — management at that

17		meeting said they were going to update that, quote,

18		draft proposed LRP in a subsequent version.

19		That statement that the June 6th LRP

20		is a draft LRP is a false and misleading statement,

21		Your Honor. The board minutes for the June 6th

22		meeting clearly reflect that that LRP was prior

23		management’s fully developed and operative LRP, and it

24		was being presented as discussed with the board, along

CHANCERY COURT REPORTERS



		16

1		with feedback from BCG concerning that LRP. But that

2		was management’s LRP from the prior management team,

3		again, that was removed on March 28th.

4		Then, at the next board meeting on

5		July 11th, a new LRP is presented by the then- current,

6		the new management team to the board. And that LRP

7		takes down significantly expenses and takes down

8		significantly the revenue CAGR in a way that, based on

9		advice from the company’s financial advisor at that

10		time, on the one hand reduced expenses and thereby

11		pulled forward a little bit EBITDA and free cash flow,

12		but put downward pressure on the company’s revenues in

13		a way that made M&A much more of an imperative at that

14		point.

15		And we allege, and we’re prepared to

16		demonstrate at an injunction hearing and eventually at

17		a merits hearing on the case, that that LRP was

18		modified following the inbound proposal from Standard

19		in order to put downward pressure on the company’s

20		revenues in order to make the case for a merger with

21		Standard more compelling and more imperative

22		near-term.

23		The second feature of the June 6th

24		meeting that is important is the company’s financial

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		17

1		advisor at the June 6th meeting clearly stated at that

2		meeting that — and I will just read the statement —

3		that the —

4		THE COURT: No, I’m familiar with the

5		statement.

6		ATTORNEY WELSH: Okay.

7		THE COURT: But it goes to timing.

8		Correct? It doesn’t go to the LRPs themselves; it

9		simply is an expression that there’s no need to rush

10		into this because the company has sufficient cash. Is

11		that the one you’re referring to?

12		ATTORNEY WELSH: That’s exactly right,

13		Your Honor. Your Honor is right on it. But what’s

14		notable about that, Your Honor, is that’s June 6th,

15		with the prior management’s LRP and projections before

16		the board. And the financial advisor’s perspective is

17		the company can grow revenue over time, and it doesn’t

18		need to be in a hurry to do M&A. There’s no need to

19		transact in the near-term. It can bide its time and

20		look for the right opportunity.

21		The next board meeting, June 11th, the

22		expenses are coming down and revenues are coming down,

23		which is making the case for not biding time, making

24		the case for doing something sooner. And what’s not

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		18

1		disclosed to the stockholders is the then- operative

2		LRP and the then-advice received from the company’s

3		financial advisor on June 6th supported a go-alone,

4		stand-alone strategy and did not suggest the company

5		should be rushing to do a transaction with Standard

6		Biotools, which is exactly what happened.

7		THE COURT: Right. I get it. I get

8		it.

9		ATTORNEY WELSH: And if I could just

10		beg Your Honor’s indulgence briefly for a moment, I

11		just want to touch briefly on our requests, which I’m

12		sure Your Honor has also seen are very narrow on the

13		document front and are requests that should be very

14		easily satisfied.

15		We’ve asked for formal board materials

16		for the period prior to June 6th, Your Honor. And

17		it’s worth flagging, Your Honor, that back in October,

18		the company, in its response to our 220 demand, agreed

19		to provide all board materials for the period

20		September 2022 through October of 2023. They in their

21		220 production stopped their production at June 6th

22		and have not produced anything prior to June 6th,

23		including any of the board materials around the

24		March 28th board reset, which we allege is very

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		19

1		material to the disclosures related to this

2		transaction.

3		Those board materials should have been

4		collected a long time ago. They should be at hand

5		right now. They should be easily zipped up and sent

6		to us. And they should have, frankly, been produced

7		to us pursuant to the 220.

8		We then have three other requests,

9		which are just “documents sufficient to show”

10		requests. They are not all documents or all

11		communications; they are documents sufficient to show

12		disclosure to the board during the process of the

13		director conflict issues. And those ought to be,

14		again, very simple. If there was a disclosure made

15		prior to those directors joining the board on

16		March 28th, or prior to this process kicking off,

17		those documents should be readily at hand, very easily

18		zipped up and sent to us.

19		And then the fifth request, which is a

20		request for communications, is a request for all

21		emails, texts, and IMs between and among Eli Casdin on

22		the one hand, or Casdin Capital on the one hand and

23		the members of the transaction committee on the other

24		hand. And what the company has repeatedly and

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		20

1		persistently disclosed, and what is suggested by the

2		board minutes, is that Mr. Casdin recused himself from

3		the transaction process.

4		We have substantial doubts about

5		whether that happened. But if the company’s version

6		of events is correct and true, there should be no

7		texts, emails, or IMs, or very limited texts and IMs

8		between Mr. Casdin on the one hand and members of the

9		transaction committee on the other hand. And again,

10		those should therefore be very easily collectible and

11		very easily producible.

12		So we’ve tried to keep this very

13		narrow, Your Honor, on the document front,

14		understanding the time we’re all operating under and

15		obviously recognizing the unfortunate coincidence of

16		the holidays and the new year relative to when the

17		company has scheduled the shareholder vote for.

18		With that, Your Honor, I will —

19		sorry.

20		THE COURT: I was going to ask you if

21		you know what the relationship is between the

22		currently scheduled shareholder vote on the 4th and

23		whatever the merger agreement calls for as far as

24		timing? That is, is there some drop-dead date? And

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		21

1		maybe I should wait and ask your friends. But what is

2		your understanding of why the shareholder vote is set

3		for January 4th?

4		ATTORNEY WELSH: It’s a very good

5		question, Your Honor. And we obviously don’t think it

6		needs to happen then and shouldn’t happen then, and

7		we’re prepared to present that in a full-throated

8		manner to Your Honor on a motion for an injunction.

9		But the short answer is I don’t know the answer, Your

10		Honor, and I would welcome input from our friends.

11		Our understanding generally is that

12		this vote has been scheduled at literally the earliest

13		possible moment. We understand that the company

14		received clearance from the FCC in very late November,

15		right after the Thanksgiving holiday, and they

16		immediately sent out, on December 1st, a definitive

17		proxy, and they scheduled the vote for January 4th.

18		So that the proxy went definitive on December 1st, and

19		the vote was scheduled for January 4th. And at least

20		my understanding, Your Honor, is they did that on the

21		very fastest time frame they could. And I would

22		imagine there is a drop-dead date, and it’s not

23		anywhere close to January 4th. But I would defer to

24		defendants for that.

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		22

1		THE COURT: Okay. And one last

2		question before I turn to the defendants.

3		What is your theory of how Mr. Casdin

4		is controlling the board and was able to do the board

5		reset?

6		ATTORNEY WELSH: Well, our theory is

7		Mr. Casdin browbeat and bullied Mr. Smythe and the two

8		independent directors in order to get them to resign

9		their positions as CEO and independent directors.

10		Specifically, Mr. Smythe refers obliquely to that in

11		the statement I read from the Madryn Capital

12		presentation. But we understand more generally that

13		there was significant hostility between Mr. Casdin and

14		Mr. Smythe and the independent directors following

15		their second rejection of the proposed or potential

16		transaction. And we allege that in our complaint,

17		Your Honor, that there was significant hostility by

18		Mr. Casdin directed at Mr. Smythe, indicating that he

19		would no longer support Mr. Smythe as CEO and

20		disinviting Mr. Smythe to board meetings.

21		Mr. Casdin had loyalists on the board

22		even prior to the March 28th events. Troy Cox, who is

23		a member who has been on the board for quite some

24		time, was a member of the board prior to the

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		23

1		March 28th reset. And Mr. Cox is an investor and

2		founder in one of Mr. Casdin’s SPACs. Troy Cox also,

3		fully undisclosed in the original proxy but disclosed

4		in the proposed supplement and not reflected in any

5		board minutes we’ve received, Troy Cox is an investor

6		in Mr. Casdin’s fund.

7		THE COURT: That’s two of five.

8		Right?

9		ATTORNEY WELSH: At the pre-March 28th

10		time.

11		THE COURT: Yes. I mean, your theory

12		is that, through force of his personality and general

13		browbeating, he seized control even though he only had

14		a 12 percent stake in the company?

15		ATTORNEY WELSH: Well, we don’t allege

16		that he seized control as a controlling stockholder

17		using direct force. What we allege is that he bullied

18		existing directors and the CEO into resigning. And

19		then, through a combination of ties to economically

20		nonindependent, if not beholden, new directors, and

21		through the use of a search firm, an executive search

22		firm that had economic ties to Casdin and its

23		portfolio companies, he brought onto the board four

24		nonindependent — obviously nonindependent directors

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		24

1		to serve on the transaction committee.

2		And it’s worth noting, Your Honor,

3		these four directors came on on March 28th. And

4		within days or, at most, weeks of joining the board on

5		March 28th, and joining the transaction committee on

6		March 28th, they are fully behind a fundamental

7		transaction involving this company. And it’s worth

8		asking also how four new directors joining this board

9		figured out within days that it made sense to do a

10		fundamental merger transaction involving this company.

11		But our theory is not that Mr. Casdin

12		is formally a controlling stockholder who used brute

13		force to take control of this company and force this

14		transaction. Our theory is a web of director

15		conflicts and a control mindset on the part of new

16		directors who are beholden to Mr. Casdin supported

17		this deal, promoted this deal, and approved this deal

18		for reasons unrelated to the best interests of the

19		SomaLogic stockholders.

20		THE COURT: And if I allow the limited

21		expedited discovery that you’re seeking, what is your

22		forecast time frame for a preliminary injunctive

23		relief hearing?

24		ATTORNEY WELSH: So we have proposed a

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		25

1		schedule, but of course are fully at Your Honor’s

2		disposal. But our request would be to have a hearing

3		on January 3rd. We would be willing to do it earlier,

4		January 2nd. It’s a little hard straddling the

5		holiday weekend. But our proposal would be to have a

6		hearing on January 3rd — brief the PI motion in the

7		days before January 3rd, but have a hearing before

8		Your Honor on January 3rd.

9		THE COURT: All right. Thank you,

10		Mr. Welsh. I appreciate it.

11		Mr. Davey, did you want to speak?

12		ATTORNEY DAVEY: I do, Your Honor.

13		And thank you. I understand that, at least I saw on

14		the schedule that you had another hearing at 11:00, so

15		I’m going to try to be efficient, and maybe you and

16		your clerks can recaffeinate between the hearings.

17		I’m going to start with a couple of

18		background facts and then move on to the reasons we

19		think it should be denied.

20		The merger here was the product of a

21		five-month review of strategic alternatives. And

22		plaintiffs criticize Mr. Casdin’s position on that

23		committee, but he was excluded from the committee

24		after Standard made its proposal on June 16th. And

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		26

1		between that proposal on June 16th and the

2		announcement of the transaction, the committee met 14

3		times and reached out to 16 different potential

4		bidders.

5		As one might expect, the bid and ask

6		on the exchange ratio fluctuated throughout the course

7		of the negotiations, but on a couple of occasions, a

8		number of occasions, the SomaLogic transaction

9		committee walked away from the process and forced

10		Standard to bid against itself. And the ultimate

11		exchange ratio represented a 30 percent premium to the

12		unaffected price, and Perella Weinberg provided a

13		fairness opinion.

14		Plaintiffs are disgruntled employees,

15		and they have been opposed to the merger since before

16		it was announced. On September 30th, they sent an

17		anonymous letter through their counsel, Ropes & Gray,

18		complaining about the transaction. And it’s attached

19		as Exhibit A. And it reads like a condensed version

20		of the complaint. And they write, “Our clients have

21		retained us because they have grave concerns about the

22		merits and strategic rationale for the proposed

23		transaction, the process leading up to a potential

24		near-term signing of the proposed transaction, and the

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		27

1		independence of the decision-makers driving the

2		process and the proposed transaction.” And with

3		respect to the independence of the decision-makers,

4		they asserted that certain directors were beholden to

5		Mr. Casdin due to existing affiliations and shared

6		board memberships.

7		A couple days later the company

8		announces the merger on October 4th. Now, as one

9		might expect, having already sort of shown their

10		opposition to the transaction, plaintiffs did not

11		swing into action. Instead, in what would become a

12		pattern, they waited and they showed no urgency

13		whatsoever.

14		We have heard lots of complaints about

15		the timing on the books and records. But what was

16		omitted was that although the transaction was

17		announced on October 4th, they waited three weeks

18		before they served the books and records demand. And

19		then when the company responded within the statutory

20		period, they waited another week before even engaging

21		on the standard confidentiality agreement that was

22		attached to the response.

23		And so that brings you to

24		November 8th, and the parties spend the remainder of

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		28

1		November negotiating the confidentiality agreement.

2		And then within two weeks of getting it executed, the

3		company produces its documents.

4		Now, on November 14th, while the

5		negotiations are going on, the company issued its

6		preliminary proxy. And the preliminary proxy

7		described the directors on the SomaLogic transaction

8		committee as independent. That is a description with

9		which plaintiffs had already disagreed, both in the

10		anonymous letter and in their books and records

11		demand. The preliminary proxy also described certain

12		forecasts discussed by the board, including a

13		hypothetical scenario for a stand-alone alternative to

14		the merger. And it also detailed the fluctuations in

15		the bid and ask on the exchange ratio and contained

16		five pages explaining the reasons for the board’s

17		recommendation of the merger.

18		No complaints on the preliminary

19		proxy. They did not come and bring this action on the

20		15th, as they could have.

21		Then December 1 the company files its

22		definitive and announced the stockholder meeting would

23		be convened on January 4th. And it contains the same

24		disclosures as the preliminary proxy regarding the

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		29

1		directors, the forecasts, and the exchange ratios.

2		But again plaintiffs don’t move and they waited. And

3		they waited another two weeks before filing this

4		action and seeking a hearing on a preliminary

5		injunction prior to January 4th.

6		Obviously, at some point there is a

7		change in strategy by plaintiffs. You know, up until

8		bringing this action, this was a fairly nonurgent

9		approach that was consistent with, you know, seeking

10		220 documents and preparing for a post- closing

11		challenge. And now we’re seeking injunctive relief on

12		an expedited basis. What happened? Why the

13		acceleration?

14		I mean, it appears that there was a

15		strategy shift after Madryn, the stockholder that is

16		in the proxy fight right now with the company that

17		Mr. Welsh cited a number of times, once they learned

18		that they intended to solicit proxies after the

19		merger, it looks like there was a move. And Madryn is

20		no stranger to plaintiffs. Larry Gold and Madryn know

21		one another well. When Madryn was opposing the

22		de-SPAC transaction pursuant to which SomaLogic went

23		public in 2021, Patrick Gold sold a large slug of his

24		equity to Madryn.

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		30

1		But whatever the reason for the

2		newfound urgency, the timing of it has consequences.

3		Now, in response to the claims, and

4		with the goal of overdisclosure in order to moot the

5		claims that are subject to the motion and avoiding

6		unnecessary litigation over the holidays, the company

7		has prepared supplemental disclosures. It intends to

8		issue those later today. And I’m not going to discuss

9		the substance of the disclosures now. I will walk

10		through them later, when getting to mootness. But

11		with that, I will turn to laches.

12		You know, Mr. Welsh just described his

13		schedule. And it’s quite a schedule. And though he

14		tried to downplay the discovery, the discovery

15		consists of getting emails and text messages, which

16		means collecting computers and phones from at least

17		five custodians, and reviewing that over the period of

18		eight months and getting it processed, reviewed, and

19		produced sometime by Christmas, I guess. And then

20		Your Honor obviously would have to referee discovery

21		fights, and you’d have to decide the preliminary

22		injunction application during the time period. And

23		it’s all during the holidays.

24		And it didn’t have to be this way. I

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		31

1		mean, it’s this way because plaintiffs chose to wait.

2		And that delay, at a minimum, contributed to the

3		compressed timeline. And where plaintiffs’ delay

4		contributes to a compressed timeline, this Court will

5		deny expedition on laches grounds. And you can rely

6		on any number of cases for that. In our opposition,

7		we cite Aegis/Surterra and CNL-AB.

8		But there’s simply no reason

9		plaintiffs could not have brought these claims within

10		days of the issuance of the preliminary proxy on

11		November 14th. I mean, if you look at each of them,

12		plaintiffs complain about the lack of disclosure

13		regarding associations between independent directors

14		and Casdin. But they were aware of those

15		associations, referenced them in their September 30th

16		letter and again in their 220 demand on October 24th.

17		If they believed there was additional material that

18		needed to be disclosed, they could have made the claim

19		on November 15th.

20		And in the LRP claims, the plaintiffs

21		complain about lack of disclosure regarding forecasts

22		related to a stand-alone plan. Those forecasts,

23		however, are referenced in the November 14th proxy as

24		the hypothetical scenario. If plaintiffs believed

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		32

1		they needed more information regarding the

2		hypothetical scenario, they could have asserted that

3		on November 14th.

4		And then the exchange ratio claim, I’m

5		not even going to spend any time on exchange ratio. I

6		think they have abandoned that.

7		THE COURT: I agree. I have not heard

8		anything in the reply or here today. So I think we

9		can let that go.

10		ATTORNEY DAVEY: Yeah. Right.

11		Now, in the reply, plaintiffs assert,

12		I think somewhat incredibly, that the delay does not

13		result in any prejudice. But had plaintiffs moved on

14		the 15th, we would have had six weeks to address the

15		preliminary injunction application. Your Honor might

16		have had a week to issue a decision instead of what is

17		likely to be little more than a few hours. But

18		plaintiffs did not move on the 15th, when they could

19		have done so, and instead they waited a month. And in

20		doing so, they created the present emergency

21		situation. We think the motion should be denied on

22		laches grounds.

23		Now, in addition to asserting that

24		there was no prejudice from the delay, they seek to

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		33

1		excuse the delay. And they offer two excuses.

2		The first is the company’s response to

3		the books and records demand. But as noted earlier,

4		they had sufficient information to bring the claims

5		they actually brought based on the November 14th

6		preliminary proxy. And in any event, it’s hard to lay

7		the delay at the company’s feet when they waited three

8		weeks before bringing the books and records demand.

9		And second, they seem to suggest that

10		the delay was unavoidable because they are disclosing

11		the — they are challenging the disclosures in the

12		definitive, which wasn’t issued until December 1. But

13		those disclosures were the same in the preliminary.

14		And I think the Court probably remembers, is probably

15		deeply scarred by the go- go days of disclosure

16		litigation in this Court, where litigants routinely,

17		if not overwhelmingly, assert disclosure claims based

18		on the preliminary proxy. One would expect a party

19		that’s actually seeking meaningful supplemental

20		disclosures to do just that, as opposed to waiting

21		until late in the game for some perceived tactical

22		advantage designed not to obtain disclosures but to

23		hold up the transaction.

24		But even if you were to accept the “we

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		34

1		had to wait for the definitive proxy” excuse, it still

2		doesn’t explain why they waited an additional two

3		weeks, all the while knowing the vote would be on

4		January 4th. In waiting those two weeks, they wasted

5		almost half the time between the definitive proxy and

6		the stockholder vote. In our opposition, we cite the

7		Oliver Press decision, where this Court held that

8		wasting nearly half of the time potentially available

9		amounts to laches, warranting denial of a motion to

10		expedite. So too here.

11		And I think, you know, you’ve got to

12		put it in the context, right. It’s not just the

13		two-week delay between learning the meeting would be

14		on January 4th and the filing. That alone would be

15		sufficient. But it’s also the delay from

16		November 14th, when the preliminary proxy was issued

17		and plaintiffs could have brought the claims. And

18		then there’s even more, right. You’ve got to consider

19		all of that in the context of plaintiffs having raised

20		many of these same issues all the way back two and a

21		half months ago. Plaintiffs knew enough to move

22		faster. And for all those reasons, the motion should

23		be denied on laches grounds.

24		I will turn to colorability and

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		35

1		mootness. As to what are the only claims that they

2		continue to press, the director claim and the LRP

3		claim, the supplemental disclosures contain extensive

4		mooting disclosures.

5		So with respect to the director claim

6		at pages 81 and 82, the supplemental disclosures of

7		Exhibit 1 identify the association between the

8		independent directors and Mr. Casdin. These

9		associations go well beyond what would be deemed

10		material. For example, the supplemental disclosures

11		included the fact that Ms. Hibbs is an officer of a

12		publicly traded company in which Casdin Capital owned

13		1.3 percent of the stock. So there’s a lot of

14		minutia. But again, the idea here was overdisclose

15		and moot and avoid this unnecessary litigation over

16		the holidays.

17		With respect to the LRP claim, the

18		supplemental disclosures provide a narrative

19		description of the draft forecast discussed at the

20		June 6th meeting through a comparison with the

21		July 11th forecasts which were relied on by the

22		company and its financial advisor and are summarized

23		in chart form in the proxy.

24		The narrative description of the draft

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		36

1		forecast is at 89 of Exhibit 1. In addition, the

2		supplemental disclosures provide a narrative

3		description of the board’s consideration of the

4		hypothetical scenario. And that’s at pages 95 and 96

5		of Exhibit 1.

6		And then they disclose a summary of

7		the hypothetical scenario.

8		So now stockholders have a description

9		of the June 6th forecast. They have a description of

10		the July 11th forecast and the actual numbers. And

11		they have a description of the hypothetical scenario

12		and the actual numbers. They have what they need to

13		evaluate it.

14		But what I think has become evident,

15		both through the reply and the presentation today,

16		what plaintiffs want to do here is they’re not really

17		seeking the disclosure of facts. They are asking for

18		defendants to adopt their characterization of the

19		facts and plaintiffs’ preferred embellishment on those

20		facts and then disclose them as their own. But the

21		law is clear. That’s not required.

22		If you look at the Chancery Court

23		decision in Match Group, the Court has long rejected

24		arguments that disclosures are materially misleading

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		37

1		because they fail to disclose the real reason behind

2		board action, because, as a general rule, proxy

3		materials are not required to state opinions or

4		possibilities, legal theories, or plaintiffs’

5		characterizations of the facts.

6		But that’s precisely what they want us

7		to do. On the director claim, they want to say the

8		real reason that new directors were added to the board

9		in March ‘23 was Mr. Casdin, through force of

10		personality, evidently, despite only having 12 percent

11		of the stock, somehow convinced everyone to remove

12		directors, bring new directors on, and those directors

13		were solely brought on for the purposes of doing his

14		merger.

15		Well, that’s just an opinion. That’s

16		what they want disclosed. But we don’t have an

17		obligation to disclose that.

18		On the LRP claim, you know, they want

19		the company to disclose that the draft June 6th

20		forecast was not a draft and was reliable, right. The

21		former is simply not true. It was revised and

22		reformulated into the July 11th forecast, so it was a

23		draft. And the latter point on reliability is

24		plaintiffs’ opinion. The company is under no

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		38

1		obligation to disclose those opinions or

2		characterizations of the facts.

3		And I will mention, you know, there

4		was some issue with respect to the draft June 6th

5		forecast and the discussion of, you know, a timing

6		issue that was expressed by an advisor. And they

7		would like — they would like, I guess, us to disclose

8		that particular line from this presentation. But at

9		the same time, they want us to state that they are

10		reliable and that we saw this as a good plan. But the

11		advisor also says that the plans are unlikely to

12		reposition SomaLogic’s valuation. It also says we

13		should revisit these plans to determine if we can do

14		better, right.

15		So basically what they want to do is

16		they want to cherry-pick parts of an enormous record,

17		have those injected into the disclosure, where in

18		order to really do that, you would have to include all

19		of the documents. And then we’ve gotten to the point

20		where we’re no longer summarizing the background of

21		the merger, we are just reproducing an entire 220

22		production. So we don’t think any of that is

23		necessary.

24		I will make a point that, look,

CHANCERY COURT REPORTERS



		39

1		they’re welcome to present their own opinions or

2		characterizations of the facts. And, indeed, they

3		asked for and have been provided the means to

4		communicate with stockholders. And the facts have

5		been disclosed in the proxy, and they will be

6		disclosed in the supplemental disclosures today. And

7		the interested parties can plead their case to the

8		stockholders, right.

9		I’m confident it was unintentional,

10		but I think plaintiffs’ reply makes this point, and

11		their presentation today, right. They note things

12		that Madryn is out in the market saying, and they’re

13		saying it based on facts that are out there. And they

14		can characterize it, right.

15		In the presentation that they attach

16		as Exhibit J to the reply, right, Madryn goes to

17		stockholders and they essentially present plaintiffs’

18		version of the story, right. They assert that the

19		company doesn’t need to transact because it has plenty

20		of cash runway, that the process was rushed, that the

21		March board changes were designed to advance the

22		merger, and that Mr. Casdin’s relationship with some

23		of the directors present conflicts of interest.

24		We disagree with all of that, but the

CHANCERY COURT REPORTERS



		40

1		point is that the facts are out there, and interested

2		parties can make, and are making right now, their case

3		to the stockholders, who can decide how to proceed on

4		an informed basis. Nothing further is needed.

5		So, Your Honor, we believe that the

6		motion should be denied on laches grounds and because

7		there are no longer any colorable claims.

8		Happy to address any questions you

9		have.

10		THE COURT: No, I think you’ve been

11		complete, Mr. Davey.

12		Mr. Welsh, did you want to make any

13		response?

14		ATTORNEY WELSH: If I could, Your

15		Honor, I would like to hit just a couple of points.

16		THE COURT: Sure.

17		ATTORNEY WELSH: Thank you, Your

18		Honor.

19		THE COURT: I just was going to say,

20		my schedule has changed, so I am not bound by an 11:00

21		deadline, although I am not encouraging you to go for

22		another 45 minutes. So I’m happy to hear any

23		response, Mr. Welsh.

24		ATTORNEY WELSH: Thank you, Your

CHANCERY COURT REPORTERS



		41

1		Honor. We definitely don’t want to overstay our

2		welcome, and I will try not to do that, Your Honor.

3		Just on the second point of

4		Mr. Davey’s presentation, the last point of

5		Mr. Davey’s presentation on the facts. The facts are

6		out there and the information is out there. Mr. Davey

7		rejects the idea that the disclosure or proposed

8		disclosure and the proposed supplement that the LRP

9		presented on June 6th was a draft. Mr. Davey, I

10		think, rejects that that characterization — or our

11		rejection of that characterization, sorry, backs up

12		that it was a draft, right, which is what the proposed

13		supplement says.

14		I just want to read two snippets, Your

15		Honor. The June 6 minutes of the board of directors

16		meeting, the portion on the LRP describes a

17		presentation where BCG provided an overview of the

18		company’s outlook. And the following sentence appears

19		in the June 6 board meeting: “Ms. Cook” — from

20		BCG — “also led a Board discussion of the Company’s

21		base case long-range financial plan through 2027 (the

22		‘LRP’).”

23		The company’s base case long-range

24		financial plan through 2027, that is what the proxy

CHANCERY COURT REPORTERS



		42

1		claims is a draft LRP.

2		Then look at the June — sorry, the

3		July 11th, 2023, minutes of the meeting of the board

4		of directors. This is what it says about the LRP. It

5		first talks about management walking through a new

6		proposed long- range plan through 2027, which is

7		characterized by the defined term “the Proposed LRP.”

8		And then at the end of the section of the minutes

9		talking about the LRP alignment discussion, is how

10		it’s characterized, it then says, “Mr. Taich then

11		reviewed” — the new CEO — “then reviewed the

12		Proposed LRP against the Company’s previous long- range

13		plan, which was adopted by the Board under the

14		Company’s prior management team (the ‘Prior LRP). “

15		That long-range plan which was adopted by the board

16		under the company’s prior management team is what the

17		current proposed supplemental proxy calls a “draft

18		LRP.”

19		THE COURT: I’m sorry. What are you

20		reading from, Mr. Welsh?

21		ATTORNEY WELSH: I was first reading

22		from the minutes of the meeting of the board of

23		directors of SomaLogic on June 6th, 2023.

24		THE COURT: Got it.

CHANCERY COURT REPORTERS



		43

1		ATTORNEY WELSH: And then the second

2		thing I was reading, Your Honor, importantly, is the

3		minutes of the meeting of the board of directors of

4		SomaLogic from July 11th, 2023.

5		THE COURT: Got it.

6		ATTORNEY WELSH: That LRP is not a

7		draft LRP. And so why is the company calling it a

8		draft LRP? It’s not a draft LRP.

9		And on the timing and laches front,

10		Your Honor asked me to cut my presentation short, and

11		I am happy not to dive back into that. But since

12		Mr. Davey spent a large portion of his presentation on

13		it, I’m also happy to dive back into it and discuss it

14		if Your Honor would like more information from our

15		perspective on that issue.

16		THE COURT: No, I think you laid it

17		out in your brief sufficiently.

18		ATTORNEY WELSH: Okay. Thank you very

19		much, Your Honor. Then I won’t go there.

20		THE COURT: All right. Anything else

21		you want to tell me?

22		ATTORNEY WELSH: Nothing from the

23		plaintiffs’ side, Your Honor.

24		THE COURT: All right. Mr. Davey,

CHANCERY COURT REPORTERS



		44

1		anything else you want to tell me?

2		ATTORNEY DAVEY: I will point out that

3		in some of what Mr. Welsh was just reading, that was a

4		BCG consultant speaking and not the company. But

5		beyond that, I have nothing further.

6		THE COURT: All right. Mr. Measley or

7		Mr. Welsh, anything you want to add at this point?

8		ATTORNEY MEASLEY: This is

9		Mr. Measley. Nothing from me, Your Honor.

10		THE COURT: All right. I’m sorry. I

11		meant Mr. DiCamillo. Mr. DiCamillo, anything you want

12		to add?

13		ATTORNEY DiCAMILLO: I am happy to be

14		confused with Mr. Welsh.

15		ATTORNEY WELSH: I was about to say

16		the exact same thing.

17		ATTORNEY DiCAMILLO: I have nothing to

18		add, Your Honor. Thank you.

19		THE COURT: All right. Thank you.

20		Counsel, the reason I didn’t want any

21		more input on the laches issue is that I think there

22		is sufficient indication of foot dragging on both

23		sides that I am unable to take this off of a merits

24		evaluation at this stage of the proceedings. I wish

CHANCERY COURT REPORTERS



		45

1		we weren’t here in the week before Christmas

2		discussing a January 4th vote and whether it’s fully

3		informed or not, but here we are, and I’m going to try

4		to address that on the merits.

5		The request is for three sets of

6		documents, the board documents regarding director

7		conflicts and the Casdin committee communications.

8		The latter, it seems to me, at this point in the

9		proceedings, should have been sought earlier, and I am

10		not going to allow plaintiffs to go forward with the

11		theory that there is some smoking gun that might be

12		produced that would show that the special committee

13		was really being controlled by Mr. Casdin. I just

14		think, given the timeline and given the timeline of

15		the litigation itself leading up to this point, that

16		equity can’t require that.

17		The formal board materials, however,

18		dating back to March 26th, I haven’t heard that there

19		would be any prejudice in producing those. I suspect

20		they may be relevant to whether the director conflicts

21		have been sufficiently disclosed in the supplemental

22		proxy. I’m going to order those produced on an

23		expedited schedule. And that’s all.

24		So, Mr. Welsh, you can review those.

CHANCERY COURT REPORTERS



		46

1		And what I would expect to ensue is a discussion of

2		whether there are more director conflicts that need to

3		be disclosed that would add to the total mix that a

4		stockholder would consider to be important to the vote

5		that is being requested or whether the supplemental

6		proxy is sufficient.

7		I think the exchange ratio claim is

8		now a dead letter. I really think the LRP claim is

9		likely not sufficiently stated, at least at this

10		point, given the disclosures in the proxy, that there

11		is anything misleading, although if the parties want

12		to revisit that issue, I’m not going to prohibit you

13		from bringing it up at a hearing, Mr. Welsh. But the

14		only thing I have real concerns about is the

15		committee’s conflicts and whether they’re sufficiently

16		disclosed.

17		I think this is on a knife’s edge as

18		far as whether there’s a colorable claim after the

19		supplemental proxy is released. But I’m sufficiently

20		concerned about this situation that I am going to

21		schedule a preliminary injunction hearing on the

22		afternoon of January the 3rd. That is if the parties

23		cannot agree on modifications to the supplemental

24		proxy that would moot the concerns that the plaintiffs

CHANCERY COURT REPORTERS



		47

1		have with the director disclosures. Those are the

2		ones that I’m really concerned about.

3		I think otherwise, factually, the

4		supplement sufficiently educates the stockholders that

5		they may make an informed vote. Of course, if it

6		turns out that there are breaches of duty inhering

7		here, there could be relief after the merger, but the

8		only thing that I have any doubts about, really, at

9		this point involve director conflicts.

10		I assume those board materials,

11		Mr. Davey, can be provided forthwith.

12		ATTORNEY DAVEY: We will do everything

13		we can to get them produced in short order.

14		THE COURT: Okay. Go ahead.

15		ATTORNEY WELSH: Your Honor, sorry. I

16		don’t mean to interrupt. I just want to be clear on

17		what they are going to do. Because on — in our — we

18		put this in our briefing. But on October 31st, the

19		company promised to produce to us, subject to

20		negotiating an NDA, promised to produce to us any

21		nonprivileged formal board materials for the period

22		September 1, 2022, to October 24, 2023. And so we

23		would ask that they — I mean, they promised that in

24		October. They should have those materials ready to

CHANCERY COURT REPORTERS



		48

1		roll. So we would ask for the materials from

2		September of 2022 to June of 2023.

3		ATTORNEY DAVEY: Your Honor, I don’t

4		want this to devolve into further argument. But that

5		comment has been made so many times I want to say that

6		we said minutes related to the transaction. We did

7		not say that we were going to produce every set of

8		board minutes during that time period.

9		THE COURT: All right. I’m ordering

10		the formal board materials going back to one meeting

11		before March 26th. I think that will allow you,

12		Mr. Welsh, to flesh out any claims about director

13		disclosures that should be pertinent.

14		Whether the 220 promise was honored or

15		not honored, it seems to me we are on the verge of a

16		stockholder vote, and I think I’m going to limit this

17		to those documents that I think are likely to be

18		pertinent. And that is the materials back to the

19		meeting before the 26th of March.

20		ATTORNEY WELSH: Understood, Your

21		Honor. I appreciate that, Your Honor.

22		THE COURT: All right. This has never

23		been addressed, I guess. I will just directly ask

24		you, Mr. Davey. What is the significance of

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		49

1		January 4th, as opposed to some later time, for the

2		stockholder vote to be kept open if we do run into

3		material disclosure issues that I think need to be

4		addressed? What does the merger agreement tell me

5		about timing?

6		ATTORNEY DAVEY: So what the merger

7		agreement says, I believe in Section 5.5, is that the

8		company is obligated to convene the stockholder vote

9		as promptly as practicable. And in any event, within

10		45 days of going effective. So, I mean, I’m not going

11		to count the days, but that takes us out to —

12		January 14th is 45 days.

13		THE COURT: Okay.

14		ATTORNEY WELSH: Your Honor, if I

15		could just also add, because Your Honor asked the

16		question before, the drop dead under the merger

17		agreement is May 1st, with the right for either party

18		to extend that date by 30 days. But I think for

19		practical purposes it’s late May.

20		THE COURT: All right. So the time

21		pressure is somewhat artificial, it seems to me. Is

22		that the view of counsel? I’m not expecting you to

23		say it’s artificial, Mr. Davey. But it sounds like,

24		if there’s reason to do so, we could extend the

CHANCERY COURT REPORTERS



		50

1		stockholder vote.

2		ATTORNEY DAVEY: Well, I mean, I

3		think — I think Your Honor’s schedule for January 3rd

4		addresses the issue. Obviously, if you order it to be

5		enjoined, we will have to comply with the order. But

6		otherwise, if we prevail, we can move forward on the

7		4th.

8		THE COURT: No, that’s not what I’m

9		asking. What I’m asking is, if I should find on the

10		afternoon of the 3rd that supplemental disclosures

11		need to be made, the merger will not necessarily be

12		lost if sufficient time is given to the stockholders

13		to digest the information that I find to be required.

14		That’s what I’m trying to establish.

15		ATTORNEY DAVEY: Yes.

16		THE COURT: Okay. We’re all on the

17		same page.

18		I hope you are able to work this out.

19		If you are not, I look forward to seeing you on the

20		3rd. If it would be helpful for you to meet in

21		Wilmington on the 3rd, I am happy to do that.

22		ATTORNEY DAVEY: Your Honor, at the

23		risk of troubling you further, but hopefully in the

24		hopes of not troubling you again tomorrow or later

CHANCERY COURT REPORTERS



		51

1		this week, it’s my understanding that we are going to

2		produce the formal board materials that you ordered,

3		but that is going to be the discovery in this

4		expedited proceeding. That there will be no

5		depositions; they will get the papers. Hopefully we

6		can meet and confer and come to some agreement. But

7		otherwise, we will agree to a briefing schedule and we

8		will present the application on January 3rd.

9		THE COURT: All right. Do you have

10		any requests, Mr. Welsh?

11		ATTORNEY WELSH: Well, I mean, we have

12		noticed two depositions, one of Mr. Casdin and one of

13		Mr. Ryan, who was the chair of the transaction

14		committee. We would very much like to take one or

15		both of those depositions. We’re certainly prepared

16		to do that in the time period between now and the end

17		of December. So that is something we would like.

18		THE COURT: All right. Let’s do this.

19		When are you going to be able to produce the board

20		minutes, Mr. Davey?

21		ATTORNEY DAVEY: Your Honor, I cannot

22		answer the question right here. I don’t know.

23		THE COURT: Okay. Well, given that,

24		pick one of those depositions, Mr. Welsh. I would

CHANCERY COURT REPORTERS



		52

1		suggest Mr. Casdin. Make a record. And you will have

2		the board minutes when they are produced. I assume,

3		Mr. Davey, they can be produced forthwith. There was

4		a 220 request. These should have been collected. I

5		assume they have been, and I will expect them to be

6		produced forthwith. But if you are not able to tell

7		me, I think a deposition is in order. And then we

8		will go forward to a hearing on the 3rd at 1:00 in

9		Wilmington.

10		ATTORNEY WELSH: Thank you very much,

11		Your Honor.

12		ATTORNEY HALSTON: Your Honor, if I

13		may, Dan Halston of WilmerHale on behalf of

14		Mr. Casdin.

15		I’m not sure which deponent Mr. Welsh

16		is looking for, whether it is going to be the chair of

17		the transaction committee or Mr. Casdin. I would

18		point out that Mr. Casdin was not on the transaction

19		committee. He recused himself from it. And I would

20		also note that he, unfortunately, is — well,

21		fortunately for him, I guess. But anyway, he is on

22		vacation with his family in Jamaica starting the day

23		before Christmas. So I’m just wondering if Mr. Welsh

24		really needs Mr. Casdin’s deposition or whether, if he

CHANCERY COURT REPORTERS



		53

1		does go forward, he would prefer to pick the chair of

2		the transaction committee.

3		THE COURT: Mr. Welsh.

4		ATTORNEY WELSH: Your Honor, I guess

5		what I would say to that, Mr. Casdin was on the

6		transaction committee, purportedly recused from it.

7		And I think we want to defer that decision until we

8		get the board materials that the company is going to

9		produce. We will certainly be respectful of

10		Mr. Casdin’s plans with his family. If it’s necessary

11		to depose Mr. Casdin based on what we receive, we are,

12		of course, happy to do it remotely to accommodate his

13		travel needs.

14		THE COURT: All right.

15		ATTORNEY KEVANE: Your Honor, if I

16		may, this is Catherine Kevane from Fenwick & West for

17		SomaLogic.

18		We can commit to produce the board

19		minutes and materials forthwith and will do so

20		promptly.

21		THE COURT: That’s good to hear.

22		Well, then, in that case, what I would suggest you do,

23		Mr. Welsh, is look at the board materials, determine

24		whether, in light of the board materials, you really

CHANCERY COURT REPORTERS



		54

1		need to take a deposition. If you do, I would expect

2		the parties to work that out. And respectfully is the

3		right word, because this is a difficult time of year

4		to make people available. If you run into a problem,

5		get ahold of me, and I will do what I can to resolve

6		the issue. It may be that once you have the board

7		materials you don’t need either individual. But I’m

8		going to defer that.

9		Since you will have the board

10		materials forthwith, Mr. Welsh, review them and make a

11		determination as to whether you really need further

12		evidence. I think you have, probably, what you are

13		going to have going into the hearing. But at any

14		rate, you will have the board materials.

15		ATTORNEY WELSH: Understood, Your

16		Honor. We will do that.

17		THE COURT: All right. What else can

18		we do here this morning?

19		ATTORNEY WELSH: Nothing further from

20		plaintiffs, Your Honor.

21		THE COURT: All right. Mr. Davey?

22		ATTORNEY DAVEY: Nothing further,

23		certainly, from me.

24		THE COURT: All right. I am hopeful,

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		55

1		counsel, given the strides that were made in getting

2		to the supplemental disclosures, that whatever remains

3		of the director disclosures can be worked out and that

4		you will obviate the need for a January 3rd hearing.

5		But in any event, I will make myself available in

6		Wilmington at 1:00 on January 3rd, and we’ll get

7		together then.

8		I hope what I have done here today

9		doesn’t spoil your holiday. I hope you enjoy it. And

10		I will talk to you soon.

11		ATTORNEY WELSH: Thank you very much,

12		Your Honor. Happy holidays.

13		ATTORNEY DAVEY: Thank you, Your

14		Honor.

15		VARIOUS COUNSEL: Thank you, Your

16		Honor.

17		THE COURT: Bye- bye.

18		(Proceedings concluded at 10:39 a. m.)

19

20

21

22		– – –

23

24

CHANCERY COURT REPORTERS



		56

1

2		CERTIFICATE

3

4		I, DEBRA A. DONNELLY, Official Court

5		Reporter for the Court of Chancery of the State of

6		Delaware, Registered Merit Reporter, Certified

7		Realtime Reporter, and Delaware Notary Public, do

8		hereby certify that the foregoing pages numbered 3

9		through 55 contain a true and correct transcription of

10		the proceedings as stenographically reported by me at

11		the hearing in the above cause before the Vice

12		Chancellor of the State of Delaware, on the date

13		therein indicated, except for the rulings on pages 44

14		through 55, which were revised by the Vice Chancellor.

15		IN WITNESS WHEREOF I have hereunto set

16		my hand at Wilmington, this 21st day of December,

17		2023.

18

19		/s/ Debra A. Donnelly

20		Debra A. Donnelly

		Official Court Reporter

21		Registered Merit Reporter

		Certified Realtime Reporter

22		Delaware Notary Public

23

24

CHANCERY COURT REPORTERS

Exhibit 2

Proxy Advisory Firm Egan-Jones Recommends SomaLogic

Shareholders Vote Against Proposed Merger with

Standard BioTools

NEW YORK—(BUSINESS WIRE)—Madryn Asset Management, LP (“Madryn Asset Management” and, collectively with its affiliates, “Madryn”), a holder of approximately 4.2% of the outstanding common stock of SomaLogic, Inc. (“SomaLogic” or the “Company”) (Nasdaq: SLGC), today announced that Egan-Jones Proxy Services (“Egan-Jones”), an independent proxy advisory firm, has recommended shareholders vote AGAINST the proposed merger (the “Proposed Merger” or “Transaction”) with Standard BioTools Inc. (“Standard BioTools”) (Nasdaq: LAB) at the Company’s Special Meeting of Shareholders (the “Special Meeting”) on January 4, 2024.

In its report, Egan-Jones noted:¹

•

“Egan-Jones views the proposed transaction to be untimely and inadvisable in terms of maximizing shareholder value.”

•

“We believe that the proposed merger agreement was a result of an insufficient search process due to the presence of conflict[s] of interests, which we view as detrimental to the assessment of the true value of the Company.”

•

“Assuming that the merger will be consummated, Eli Casdin and Casdin Capital, LLC (“Casdin Capital”) will retain their valuable Series B Preferred Put-Right in the pro forma combined entity.”

•

“…Mr. Casdin’s ties with certain members of the Transaction Committee makes the process’ integrity questionable.”

•

“…the merger significantly undervalues the Company’s worth... We believe that there is a crucial discount to the premium and to the Company’s value as well.”

•

“…SomaLogic is better off as a stand-alone company, in the absence of a significantly higher offer.”

Avinash Amin, Managing Partner of Madryn Asset Management, stated:

“Egan-Jones clearly recognizes that the Proposed Merger is inherently flawed and not in the best interests of SomaLogic or its shareholders. We are pleased that Egan-Jones has joined the chorus of shareholders who have publicly opposed the Transaction due to its numerous failings, including an inadequate process, poor governance and blatant undervaluation of SomaLogic. We urge our fellow shareholders to follow Egan-Jones’ independent recommendation and vote against this Transaction.”

***

¹	Permission to quote Egan Jones was neither sought nor obtained. Emphases added.

Madryn Urges SomaLogic Shareholders to Vote “AGAINST” the Proposed Merger at the Company’s January 4, 2024, Special Meeting

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

***

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 their solicitation of proxies from the stockholders of SomaLogic for the Special Meeting. The definitive proxy statement and accompanying GREEN Proxy Card are first being disseminated to stockholders on December 22, 2023. 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, beginning December 22, 2023, 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.

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.

Contacts

John Ferguson / Joseph Mills

Saratoga Proxy Consulting, 212-257-1311

info@saratogaproxy.com

Joe Germani / Ashley Areopagita

Longacre Square Partners, 646-386-0091

Madryn@LongacreSquare.com

Exhibit 3

LOGO

Important Materials NO SOMALOGIC MERGER About Madryn Reasons To Vote AGAINST Important Materials How To Vote Contact Us Proxy Advisory Firm Egan-Jones Recommends SomaLogic Shareholders Vote Against Proposed Merger with Standard BioTools Jan 3, 2024 BUSINESSWIRE Madryn Asset Management Highlights Increasing Public Shareholder Opposition to Value-Destructive SomaLogic Merger and Calls on Company to Make Additional Disclosures Dec 29, 2023 BUSINESSWIRE

Madryn Asset Management DFAN14AAdditional proxy materials by non-management