Madryn Asset Management Releases Evidence That SomaLogic Ran a Flawed and Incomplete Review of Alternatives
26 12월 2023 - 11:15PM
Business Wire
Correspondence Show SomaLogic Failed to Engage
with Labcorp – One of the Industry’s Leading Strategics, with a $19
Billion Market Cap – Prior to Pursuing Standard BioTools Deal
Madryn Will Continue to Identify Other
Strategic Acquirers with Whom the Transaction Committee of
SomaLogic Failed to Engage
Calls for a Delay of the January 4th
Shareholder Meeting Due to Sale Process that Cannot be Trusted to
Maximize Value
Madryn Asset Management, LP (collectively with its affiliates,
“Madryn” or “we”), a holder of approximately 4.2% of the
outstanding common stock of SomaLogic, Inc. (“SomaLogic” or the
“Company”) (Nasdaq: SLGC), today disclosed that the Transaction
Committee of the Company’s Board of Directors (the “Transaction
Committee”) did not pursue a substantive dialogue with Laboratory
Corporation of America Holdings (“Labcorp”) (NYSE: LH) – one of the
industry’s most logical strategics, with a $19 billion market
capitalization – before recommending shareholders vote for the
proposed merger (the “Proposed Merger”) with Standard BioTools Inc.
(“Standard BioTools”) (Nasdaq: LAB). Subsequent to the revelation
of this seemingly indefensible oversight on December 24, 2023,
Madryn sought and obtained approval from Labcorp’s Chief Executive
Officer to introduce him to SomaLogic’s management team and
Transaction Committee (see correspondence and other materials at
www.NoSomaLogicMerger.com).
Madryn believes this new information proves that the review of
strategic alternatives overseen by SomaLogic’s Transaction
Committee and its advisors, including investment bank Perella
Weinberg Partners, was a flawed and incomplete process that aimed
to prioritize the interests of conflicted insiders, such as hedge
fund manager Eli Casdin (who is at the same time a director and
shareholder of SomaLogic and a director, shareholder and preferred
shareholder of Standard BioTools) and members of the Transaction
Committee with strong economic and other ties to Mr. Casdin.
Moreover, Madryn contends that this new information about the
incomplete sales process obliges all shareholders and proxy
advisory firms to reassess the credibility of SomaLogic’s claims
and disclosures pertaining to the Proposed Merger.
SomaLogic’s directors, who will be responsible for any
transaction consummated for an improper purpose, should immediately
engage with Madryn about our proposed path forward. We demand, at
the very least, a delay in seeking shareholder approval for the
Proposed Merger in order for SomaLogic to explore a thorough
engagement on alternatives with Labcorp and other strategic
counterparties overlooked and/or ignored by the Transaction
Committee. In the meantime, Madryn is conducting its own
investigation to identify who else the Transaction Committee failed
to substantively engage with during its review of alternatives.
Please visit www.NoSomaLogicMerger.com to review correspondence
and information referenced in this press release.
***
Madryn Urges SomaLogic Shareholders to Vote
“AGAINST” the Proposed Merger
Voting “AGAINST” the Proposed Merger Will Protect the
Value of Your Investment and Will Position 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, 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 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. 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231226386979/en/
Saratoga Proxy Consulting John Ferguson / Joseph Mills,
212-257-1311 info@saratogaproxy.com
Longacre Square Partners Greg Marose / Joe Germani, 646-386-0091
Madryn@LongacreSquare.com
SomaLogic (NASDAQ:SLGC)
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