Highlights That Four SomaLogic Shareholders
Have Now Openly Stated Their Intention to Vote “AGAINST” the
Proposed Merger with Standard BioTools
Urges Fellow Shareholders to Vote
“AGAINST” the Proposed Merger and Allow SomaLogic to Pursue
Value-Enhancing Alternatives
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 issued the following statement
regarding the proposed merger (the “Proposed Merger” or the
“Transaction”) with Standard BioTools Inc. (“Standard BioTools”)
(Nasdaq: LAB).
We would like to thank the many shareholders and stakeholders
who have engaged in a productive dialogue with us and those who
have already made their opposition to the Proposed Merger known,
either publicly or privately. As we quickly approach the January
4th Special Meeting of Shareholders, we want to reiterate our
strong opposition to the Transaction because it (i.) dramatically
undervalues the Company, (ii.) results from what was clearly a sham
process and (iii.) robs SomaLogic shareholders of the potential
value that could stem from a range of other alternatives. We ask
that investors carefully consider the analysis and facts published
by Madryn, rather than relying on proxy advisory firms that
inexplicably recommend shareholders trade a company with $2.41 per
share in cash for LAB shares worth $2.45.
We urge all parties to take note of the following points:
Public Shareholder Opposition to the Proposed Merger is
Significant
SomaLogic founder Lawrence Gold’s letter yesterday indicating he
is against the Proposed Merger is just the latest in a string of
public statements from shareholders registering their discontent.
In addition to Madryn, Skye Fund III and Tikvah Management have
also made their opposition known – making for a total of four
separate significant shareholders voting against the Transaction –
as well as the former CEO, Roy Smythe, suing the Company.
As a reminder, the recommendation from proxy advisory service
Institutional Shareholder Services, Inc. (“ISS”) only offered
“cautionary support” for the Proposed Merger, which clearly leaves
the door open for shareholders with reservations to vote “AGAINST”
the Transaction.
The Company Must Make Additional Disclosures So Shareholders
Can Make Fully Informed Decisions
SomaLogic continues to dodge critical questions and instead
simply repeats the same tired and weak points in support of the
Proposed Merger. Information has come to light that indicates the
Company has failed to make important and robust disclosures about
the merger process, in particular, to address these key
questions:
- Did the Board of Directors (the “Board”) conduct a formal
search for a permanent CEO?
- SomaLogic still has not addressed this question despite
seemingly making selective disclosures to ISS.
- How does the Board justify not including strategics such as
Laboratory Corporation of America Holdings (“Labcorp”) (NYSE: LH) –
in what it implies was a thorough and independent process?
- As we recently disclosed, the Transaction Committee of the
Company’s Board did not pursue a substantive dialogue with Labcorp,
one of the industry’s most logical strategics, with a $19 billion
market capitalization – before recommending shareholders vote for
the Proposed Merger.
- Did the Board evaluate other companies associated with Eli
Casdin as part of its process, and was that evaluation the result
of pressure from Mr. Casdin?
- In addition to the numerous conflicts of interest inherent in
the merger process that benefit Mr. Casdin, we have reason to
believe that he may have pressured the Board to consider additional
sub-par potential merger/acquisition partners in which he also has
an interest.
The Merger Consideration Does Not Offer a Reasonable Premium
to the Company’s Cash
SomaLogic has valuable assets, including intellectual property,
relationships and revenues. Despite this, the value of the merger
consideration is currently approximately 1.7% above the value of
the Company’s most recently reported cash balance. Shareholders of
SomaLogic who wish to maximize the long-term value of their shares
must reject the Proposed Merger because it does not deliver a
control premium that is proportional to the potential value of the
Company’s cash, let alone the potential value of its business. With
value-creating catalysts (the 11k assay rollout, the
Illumina-partnered kits and $27 million of cost saving initiatives)
on the verge of taking hold and hundreds of millions of dollars
available to move towards commercialization, now is arguably the
worst time to complete a transaction.
Better Value-Creating Alternatives Exist for
SomaLogic
As we have comprehensively articulated, SomaLogic has exciting
opportunities to create value by terminating the Proposed Merger
and pursuing alternative paths. The Company should immediately
activate the following simple five-point plan:
- Resolve Litigation and Shareholder Disputes
- Refresh the Board in a Methodical Way
- Install a Commercially Focused Management Team
- Implement Operational Enhancements
- Consider Strategic Alternatives on an Appropriate
Timeline
Shareholders should not accept what is clearly a flawed and
value-destructive deal. We look forward to continuing to
communicate further in the days ahead.
***
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/20231229358683/en/
Saratoga Proxy Consulting John Ferguson / Joseph Mills,
212-257-1311 info@saratogaproxy.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