BOULDER,
Colo., Dec. 28, 2023 /PRNewswire/ -- Dr.
Larry Gold, the founder of
SomaLogic, Inc. ("SomaLogic" or the "Company") (Nasdaq: SLGC) and
Dr. Jason Cleveland, SomaLogic's
current Chief Technology Officer, are issuing the below letter to
SomaLogic's stockholders regarding their opposition to the
Company's proposed merger with Standard BioTools, Inc. ("Standard")
(Nasdaq: LAB).
Dear Fellow Stockholders:
We are writing as concerned stockholders of SomaLogic, Inc.
("SomaLogic" or the "Company"). Both of us have longstanding
relationships with the Company. Larry founded SomaLogic in 2000 and
continues to be a significant stockholder. Jason has been involved
with the Company since 2016 and has served as Chief Technology
Officer since 2021.
Both of us have great faith in SomaLogic's potential. Both of us
also have serious concerns about the proposed stock-for-stock
combination between the Company and Standard BioTools Inc.
("Standard") that was announced on October
4, 2023 (the "Proposed Combination") and is currently
scheduled to be voted on at a stockholder meeting on January 4, 2024. In particular, we believe the
Proposed Combination is lacking in clear business rationale and
shows signs of having been undertaken at the direction and for the
benefit of Eli Casdin, who is a
significant equityholder in both SomaLogic and Standard, and a
member of the boards of directors of both companies.
Based on these concerns, on December 13,
2023 we filed a class action lawsuit in Delaware Chancery Court against Eli Casdin, Casdin Capital, LLC ("Casdin
Capital"), members of the boards of directors of SomaLogic and
Standard (the "Stockholder Complaint"). The Stockholder Complaint
asserts that the defendants breached their fiduciary duties of
loyalty and care and approved a merger process that was rife with
conflicts, transacted at an unfair price, and undertaken for the
benefit of Mr. Casdin and his affiliates and to the detriment of
SomaLogic stockholders.
Independent from the Stockholder Complaint, a number of other
SomaLogic stockholders have made public statements in opposition to
the Proposed Combination, including a full-fledged proxy
solicitation by Madryn Asset Management, LP. Together these public
campaigns and the Stockholder Complaint have raised a variety of
arguments against the Proposed Combination. We will not rehash all
of these arguments here. Instead, the purpose of this letter is to
reiterate that both of us plan to vote AGAINST the Proposed
Combination and to iterate our fundamental reasons for this
position.
- SomaLogic Stockholder Rights. SomaLogic has not
explained why it makes sense to subordinate the governance and
economic rights of SomaLogic stockholders in the post-closing
combined company. Despite the fact that SomaLogic stockholders will
hold 57% of the combined company, they will only have the right to
designate three directors to a seven-director board. In addition,
SomaLogic stockholders will have their equity position effectively
subordinated to the outsized preferred stock position held by Mr.
Casdin and Casdin Capital in Standard, which will continue in place
after closing. Mr. Casdin and Casdin Capital's preferred position
has special governance and economic rights in addition to the right
to receive a special payout in connection with any future sale of
the combined company. These special rights have the potential to
impose burdens on the former SomaLogic stockholders and to dissuade
potential buyers of the combined company. Given the robust
financial health of the Company, no compelling rationale has been
put forward for why SomaLogic's stockholders should accept the
imposition of these rights over their rights as common
stockholders, all for the sake of merging with an ailing company
with no clear economic upside.
- No Explanation of Conflicts. Despite litigation and
public criticisms, SomaLogic has still not provided an adequate
explanation of the fact that Mr. Casdin was involved on both sides
of the Proposed Combination at the same time as he was and
continues to be the primary beneficiary of the Proposed
Combination, as Mr. Casdin and Casdin Capital will possess outsized
rights to control governance and economically benefit from a
combined company that has been replenished with SomaLogic cash. The
supplemental disclosure provided by SomaLogic on December 22, 2023 further exposed relationships
between other Company directors and Eli
Casdin, and we continue to believe that Mr. Casdin had
significant influence over the process and its outcome.
- Timing of the Transaction. The due diligence
process for the acquisition appears to have been incredibly
abbreviated. SomaLogic's public filings show that access to the
parties' respective data rooms only opened on September 20, 2023, and the Proposed Combination
was announced only two weeks later. We believe that the transaction
proceeded on such an expedited timeline because certain directors
had gotten wind of the process that culminated in the October 17, 2023 announcement that Thermo Fisher
Scientific Inc. ("Thermo Fisher")
was acquiring Olink Holding AB (publ) ("Olink") for $3,100,000,000 in cash, and feared the
announcement of that deal could derail the Proposed Combination.
Importantly, Olink's acquisition by Thermo
Fisher makes it even more likely that Olink will discontinue
business with Standard in the near future, meaning that, if
anything, the relative valuation attributed to Standard in light of
the Thermo Fisher-Olink acquisition should have been lower, not
higher. Despite these circumstances, the deal value does not appear
to account for Standard's weakened negotiating position.
- No Compelling Business Rationale. SomaLogic has still
not provided a compelling business rationale to justify the
Proposed Combination. While SomaLogic has argued that the Proposed
Combination is justified by the complementary capabilities of the
two companies' products, the potential to accelerate profitability
and the opportunity to increase SomaLogic's market position, we
still do not understand why these highly uncertain and speculative
economic arguments outweigh the fact that the Proposed Combination
will combine a healthy and cash-rich company (SomaLogic) with an
ailing and cash-poor company (Standard).
As we stated, the above list is not exhaustive and both the
Stockholder Complaint and statements by other stockholders raise
important additional arguments against the rationale of the
Proposed Combination. We wanted to reiterate these concerns and
restate our intention to vote AGAINST the Proposed Combination.
Sincerely,
/s/ Larry Gold
Larry Gold
/s/ Jason Cleveland
Jason Cleveland
Contact
Jason
Cleveland
jpcleve@icloud.com
Media Contact
Taylor
Ingraham
ASC Advisors
tingraham@ascadvisors.com
203 992 1230
View original
content:https://www.prnewswire.com/news-releases/dr-larry-gold-and-dr-jason-cleveland-issue-open-letter-to-somalogic-stockholders-opposing-somalogics-proposed-merger-with-standard-biotools-302023504.html
SOURCE Dr. Larry Gold and Dr.
Jason Cleveland