Financial News
Madryn Asset Management Issues Letter to Shareholders Correcting False and Misleading Statements in SomaLogic’s Recent Investor Presentation
Highlights Public Opposition to Proposed Merger from Skye Fund III, a Long-Term SomaLogic Investor
Deeply Troubled by Information in Complaint Filed by Company Founder and Chief Technology Officer That Strongly Suggests Merger Proxy Omits Critical Information About Conflicted Merger Process
Urges Shareholders to Vote “AGAINST” the Value-Destructive and Immensely Problematic Proposed Merger with Standard BioTools
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 issued a letter to shareholders to point out the numerous false and misleading statements in the investor presentation (the “SomaLogic Investor Presentation”) issued on December 19th by the Company in support of its proposed merger (the “Proposed Merger”) with Standard BioTools Inc. (“Standard BioTools”) (Nasdaq: LAB). Madryn also highlights additional SomaLogic shareholder opposition to the Proposed Merger as well as a recently filed complaint that should give investors serious pause about the motivations behind, and process undertaken to reach the agreement for the Proposed Merger.
Madryn strongly urges shareholders to vote “AGAINST” the Proposed Merger. Shareholders should visit www.NoSomaLogicMerger.com for additional information and to learn how to cast their votes.
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December 21, 2023
Dear Fellow Shareholders,
SomaLogic’s recently issued presentation attempting to gain your support for its Proposed Merger with Standard BioTools contains numerous misleading statements and false assertions that should be highlighted for shareholders of SLGC, as detailed in the Appendix to this letter.
First, let us reiterate that we believe the Proposed Merger is deeply problematic for three key reasons:
- The Proposed Merger drastically undervalues SomaLogic—in fact, the current merger consideration is worth less than the Company’s cash.
- The deal process was flawed and contained numerous conflicts of interest.
- SomaLogic has far superior alternatives for value creation—including as a standalone company.
Additionally, Madryn is not alone in its views. Skye Fund III, a fellow long-term SomaLogic investor that owns approximately 2% of shares, issued a letter yesterday publicizing its opposition to the Proposed Merger.
Further, SomaLogic Founder Dr. Larry Gold and SomaLogic Chief Technology Officer Dr. Jason Cleveland filed a class action complaint against the Company and its Board of Directors (the “Board”) in the Delaware Court of Chancery on December 18, 2023.
The complaint alleges details that apparently are not included in the Company’s background of the Proposed Merger but were unearthed by Messrs. Gold and Cleveland through, among other things, materials—such as Board minutes, presentations, etc.—obtained through a books and records request. These details include:
- There are multiple long-range forecasts that predicted higher revenue or higher profitability which were reviewed by the Board but are not disclosed in the Company’s proxy statement (the “Merger Proxy”).
- The Board’s receptiveness to an unprompted reduction in the proposed exchange ratio from a range of 1.26 to 1.52 LAB shares per SLGC share to 1.11 is irreconcilable with SLGC shareholders’ interests.
- There is extensive financial interdependence between Eli Casdin and the SomaLogic directors who were members of the Board’s Transaction Committee (the “SomaLogic Transaction Committee”) that is not disclosed in the Merger Proxy.
We believe that the facts cited in this complaint are clearly cause for concern among SomaLogic shareholders and cast extreme doubt on the validity of the process undertaken to strike the Proposed Merger agreement. We call upon the Company to update its disclosure appropriately so that SomaLogic shareholders have the necessary facts to make a fully informed decision.
In conclusion, we reiterate that SomaLogic shareholders would be ill-served by the Proposed Merger because it will crystallize a clearly undervalued valuation for SLGC in a deeply subordinated position in the combined company.
Sincerely,
Avinash Amin, MD
Managing Partner, Madryn Asset Management, LP
Rebuttals to SomaLogic’s Investor Presentation
Responses to slide 7 of the SomaLogic Investor Presentation, titled: “[The] Merger is designed to Drive Shareholder Value”
Purported Reasons for Proposed Merger |
Madryn Response |
Positions SomaLogic for Success in Current Market
|
|
Drives Value Creation |
|
Adds New Vectors for Value Creation and Reduces Risk |
|
Responses to slide 20 of the SomaLogic Investor Presentation, titled: “Madryn’s Concerns are Misplaced”
Company’s Implied Claims |
Madryn Response |
Proposed Merger Does Not Undervalue SLGC |
|
Proposed Merger Process was Not Flawed |
|
Capital Structure is Not Risky |
|
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.
1 Madryn Presentation, slide 23.
View source version on businesswire.com: https://www.businesswire.com/news/home/20231221586289/en/
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
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