UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant x
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
x
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
SomaLogic,
Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x
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
Standard BioTools and SomaLogic Announce Date
for Special Meetings of Stockholders to Vote on Proposed Merger
SOUTH SAN FRANCISCO, Calif. and BOULDER, Colo., December 4, 2023 --
Standard BioTools Inc. (Nasdaq: LAB), driven by a bold purpose – Unleashing tools to accelerate breakthroughs in human health –
and SomaLogic, Inc. (Nasdaq: SLGC), a leader in data-driven proteomics technology, today announced that the companies have set a date
for their respective Special Meetings of Stockholders in connection with the pending all-stock merger which was previously announced on
October 4, 2023.
Each company will hold its respective Special Meeting of Stockholders
virtually at 12 p.m. ET (10:00 a.m. MT / 9:00 a.m. PT) on Thursday, January 4, 2024. The stockholders of record as of the close of business
on November 29, 2023, will be entitled to vote at their respective Special Meetings of Stockholders.
The merger remains on track to close in the first quarter of 2024,
subject to approval by both companies’ stockholders and satisfaction of other customary closing conditions.
Standard BioTools stockholders who need assistance voting or have questions
regarding the Special Meeting may contact Standard BioTools’ proxy solicitor, Alliance Advisors LLC, at (800) 574-5969. SomaLogic
stockholders who need assistance voting or have questions regarding the Special Meeting may contact SomaLogic’s proxy solicitor,
Morrow Sodali LLC, at (800) 662-5200.
Standard BioTools’ and SomaLogic’s definitive proxy
materials regarding the Special Meetings can be found on the Investor Relations page of each company’s website at http://investors.standardbio.com
and https://investors.somalogic.com.
About Standard BioTools Inc.
Standard BioTools Inc., previously known as Fluidigm Corporation,
is driven by a bold purpose – Unleashing tools to accelerate breakthroughs in human health. Standard BioTools has an established
portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better.
As a leading solutions provider, the company provides reliable and repeatable insights in health and disease using its proprietary mass
cytometry and microfluidics technologies, which help transform scientific discoveries into better patient outcomes. Standard BioTools
works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide,
focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy. Learn
more at www.standardbio.com or connect with us on Twitter®, Facebook®, LinkedIn, and YouTube™.
Standard BioTools, the Standard BioTools logo, Fluidigm, the Fluidigm logo, “Unleashing tools to accelerate breakthroughs in human
health,” Hyperion, Hyperion XTi, XTi, and X9 are trademarks and/or registered trademarks of Standard BioTools Inc. or its affiliates
in the United States and/or other countries. All other trademarks are the sole property of their respective owners. Standard BioTools
products are provided for Research Use Only. Not for use in diagnostic procedures.
About SomaLogic
SomaLogic is catalyzing drug research and development and biomarker
identification as a global leader in proteomics technology. With a single 55 microliter plasma or serum sample, SomaLogic can run 11,000
protein measurements, covering more than a third of the approximately 20,000 proteins in the human body. For more than 20 years SomaLogic
has supported pharmaceutical companies, and academic and contract research organizations who rely on the Company’s protein detection
and analysis technologies to fuel drug, disease, and treatment discoveries in such areas as oncology, diabetes, and cardiovascular, liver
and metabolic diseases. Find out more at somalogic.com and follow @somalogic on LinkedIn.
Additional Information and Where to Find It
In connection with the merger and required
stockholder approval, Standard BioTools filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, as amended (the “Form S-4”), which was declared effective by the SEC on December 1, 2023. The Form
S-4 includes a definitive joint proxy statement of Standard BioTools and SomaLogic and also constitutes a final prospectus of Standard
BioTools. The definitive joint proxy statement was mailed or otherwise made available to stockholders of Standard BioTools and SomaLogic
on or about December 4, 2023. Standard BioTools’ and SomaLogic’s stockholders are urged to carefully read the joint proxy
statement/prospectus (including all amendments, supplements and any documents incorporated by reference therein) and other relevant materials
filed or to be filed with the SEC and in their entirety because they contain important information about the merger and the parties to
the merger. Investors and stockholders may obtain free copies of these documents and other documents filed with the SEC at its website
at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Standard BioTools at http://investors.standardbio.com
or contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com
or by contacting SomaLogic Investor Relations at investors@somalogic.com.
Participants in the Solicitation
Standard BioTools, SomaLogic and each of their respective executive
officers and directors may be deemed to be participants in the solicitation of proxies from Standard BioTools and SomaLogic’s stockholders
with respect to the merger. Information about Standard BioTools’ directors and executive officers, including their ownership of
Standard BioTools’ securities, is set forth in the joint proxy statement/prospectus, Standard BioTools’ proxy statement for
its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023, Current Reports on Form 8-K, which were filed
with the SEC on May 3, 2023, May 15, 2023, June 16, 2023 and July 28, 2023, and Standard BioTools’ other filings with the SEC. Information
concerning SomaLogic’s directors and executive officers, including their ownership of SomaLogic securities, is set forth in the
joint proxy statement/prospectus, SomaLogic’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with
the SEC on April 25, 2023, Current Reports on Form 8-K, which were filed with the SEC on June 6, 2023, as amended on June 14, 2023, June
9, 2023 and October 4, 2023, and SomaLogic’s other filings with the SEC. Investors may obtain more detailed information regarding
the direct and indirect interests of Standard BioTools and its respective executive officers and directors in the merger, which may be
different than those of Standard BioTools’ stockholders generally, by reading the definitive proxy statements regarding the merger,
which have been filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, at http://investors.standardbio.com
or by contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com
or by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This communication and the information contained herein shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and
expectations of the management of Standard BioTools and SomaLogic that are subject to various risks and uncertainties that could cause
actual results to differ materially from such statements, many of which are beyond the control of Standard BioTools and SomaLogic. All
statements other than statements of historical fact (including statements containing the words “believes,” “plans,”
“anticipates,” “expects,” “estimates” and similar expressions) are statements that could be deemed
forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue
reliance on these forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing
of the merger; the ability of the parties to complete the merger considering the various closing conditions; and any assumptions underlying
any of the foregoing. Statements regarding future events are based on the parties’ current expectations and are necessarily subject
to associated risks related to, among other things, (i) the risk that the Merger may not be completed in a timely manner or at all, which
may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their respective securities; (ii) uncertainties
as to the timing of the consummation of the merger and the potential failure to satisfy the conditions to the consummation of the merger,
including obtaining stockholder and regulatory approvals; (iii) the merger may involve unexpected costs, liabilities or delays; (iv) the
effect of the announcement, pendency or completion of the merger on the ability of Standard BioTools or SomaLogic to retain and hire key
personnel and maintain relationships with customers, suppliers and others with whom Standard BioTools or SomaLogic does business, or on
Standard BioTools’ or SomaLogic’s operating results and business generally; (v) Standard BioTools’ or SomaLogic’s
respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management’s attention due
to the merger; (vi) the outcome of any legal proceedings related to the merger or otherwise, or the impact of the merger thereupon; (vii)
Standard BioTools or SomaLogic may be adversely affected by other economic, business and/or competitive factors, (viii) the occurrence
of any event, change or other circumstances that could give rise to the termination of the merger agreement and the merger; (ix) restrictions
during the pendency of the merger that may impact Standard BioTools’ or SomaLogic’s ability to pursue certain business opportunities
or strategic transactions; (x) the risk that Standard BioTools or SomaLogic may be unable to obtain governmental and regulatory approvals
required for the merger, or that required governmental and regulatory approvals may delay the consummation of the merger or result in
the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; (xi)
risks that the anticipated benefits of the merger or other commercial opportunities may otherwise not be fully realized or may take longer
to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiii) risks relating
to the value of the Standard BioTools shares to be issued in the merger; (xiv) the risk that post-closing integration of the merger may
not occur as anticipated or the combined company may not be able to achieve the benefits expected from the merger, as well as the risk
of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (xv) exposure
to inflation, currency rate and interest rate fluctuations, as well as fluctuations in the market price of Standard BioTools’ and
SomaLogic’s traded securities; (xvi) the lingering effects of the COVID-19 pandemic on Standard BioTools’ and SomaLogic’s
industry and individual companies, including on counterparties, the supply chain, the execution of research and development programs,
access to financing and the allocation of government resources; (xvii) the ability of Standard BioTools or SomaLogic to protect and enforce
intellectual property rights; and (xviii) the unpredictability and severity of catastrophic events, including, but not limited to, acts
of terrorism or outbreak of war or hostilities, as well as Standard BioTools’ and SomaLogic’s response to any of the aforementioned
factors. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information
regarding other related risks, see the “Risk Factors” section of Standard BioTools’ most recent quarterly report on
Form 10-Q filed with the SEC on November 7, 2023, on its most recent annual report on Form 10-K filed with the SEC on March 14, 2023 and
in Standard BioTools’ other filings with the SEC, as well as the “Risk Factors” section of SomaLogic’s most recent
quarterly report on Form 10-Q filed with the SEC on November 8, 2023, on its most recent annual report on Form 10-K filed with the SEC
on March 28, 2023 and in SomaLogic’s other filings with the SEC. The risks and uncertainties described above and in the SEC filings
cited above are not exclusive and further information concerning Standard BioTools and SomaLogic and their respective businesses, including
factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from
time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue
reliance on any forward-looking statements. Any such forward-looking statements represent management’s reasonable estimates and
beliefs as of the date of this press release. While Standard BioTools and SomaLogic may elect to update such forward-looking statements
at some point in the future, they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause
their views to change.
Investor Contacts
Standard BioTools
Peter DeNardo
CapComm Partners
ir@standardbio.com
SomaLogic
Marissa Bych
Gilmartin Group LLC
investors@somalogic.com
Media
Ed Hammond / Nick Lamplough / Dan Moore
Collected Strategies
LAB-CS@collectedstrategies.com
SomaLogic (NASDAQ:SLGC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
SomaLogic (NASDAQ:SLGC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024