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 ¨
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| ¨ | Preliminary
Proxy Statement |
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| ¨ | Definitive
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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)
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paid previously with preliminary materials |
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computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11 |
SomaLogic Urges Stockholders to Maximize Value
of Their Investment by Voting “FOR” Pending Merger with Standard BioTools
Leading Independent Proxy Advisory Firms ISS
and Glass Lewis Both Recommend SomaLogic Stockholders Vote “FOR” Proposed Merger with Standard BioTools
BOULDER,
Colo., January 2, 2024 – SomaLogic, Inc. (Nasdaq: SLGC) (“the Company”), a leader in proteomics
technology, today sent the following open letter to stockholders urging them to vote “FOR” the value maximizing transaction
with Standard BioTools.
The full text of the letter is as follows:
Dear Fellow Stockholders,
Our upcoming special
meeting of SomaLogic stockholders to vote on the merger with Standard BioTools is fast approaching. The SomaLogic Board believes that
voting “FOR” the transaction represents the best opportunity available to maximize the value of your investment in SomaLogic.
The transaction is the result of a months-long, thoughtful, fully informed review by our independent Board. Throughout that process,
the Board was motivated to address the fundamental question of what is in the best interests of SomaLogic and all its stockholders.
SomaLogic Board Determined Combination with Standard
BioTools was Superior Alternative to SomaLogic’s Standalone Plan and Best Path Forward
The
choice is clear. We are confident the merger with Standard BioTools is the right path forward – this has been confirmed by both
leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis, recommending SomaLogic
stockholders vote “FOR” the pending transaction.
Benefits of Combination with Standard BioTools
• Accelerates
path to profitability and value creation through:
§ Dramatically
increased scale and diversification
§ A
robust and more diversified portfolio of life science tools
§ A
stronger financial profile and enhanced operating leverage, with over $180 million of pro-forma combined revenue, over $500 million
of cash, and only $68 million of debt
§ $80
million in anticipated run-rate cost synergies achieved by 2026
§ A
combined Board and leadership team that brings together complementary teams with proven experience
|
SomaLogic Board Conducted Thorough, Independent and Deliberative
Board Process
• SomaLogic
publicly announced the initiation of its strategic review process in March 2023, which has provided ample opportunity over the
last ten months for any potential strategic or financial partner to emerge
• Throughout
the process, the SomaLogic Board focused on identifying strategic options that could maximize value for all SomaLogic stockholders, including
an in-depth consideration of remaining a standalone company |
• SomaLogic
stockholders will own 57% of the combined company
“The strategic rationale of combining … in order to slow
down cash burn and accelerate the path to profitability appears reasonable, particularly given the apparent overlap in the two companies'
offerings and the estimated synergies in this transaction.” – ISS1
"Generate[s] meaningful synergies and operating efficiencies…
accelerat[ing] the timeline to profitability…” – Glass Lewis1
|
• Broad
outreach included direct contact with 16 parties; only one party other than Standard BioTools
entered into an NDA; extensive negotiations between the companies ensued
• The
Board conducted an independent review. An independent board member, who also has an investment in Standard BioTools, was recused from
all discussions regarding the potential transaction with Standard BioTools
“Board members … seemed appropriately qualified and thoughtful
about all available alternatives.” – ISS1
“Fairly thorough strategic review process…” –
Glass Lewis1
|
“The proposed transaction would reduce execution risks for
SomaLogic shareholders and the all-stock nature of the proposed consideration would provide SomaLogic shareholders with a majority
ownership stake in the combined company, allowing them to participate in the potential upside of the combined company.” –
Glass Lewis1
|
Madryn is Pursuing a Campaign that is Advancing its Own
Agenda at the Expense of Other Stockholders; Stockholders Should Not Let Madryn’s Misleading Claims Influence Their Votes
The future of SomaLogic and
the future of your investment is at stake. Madryn Asset Management (“Madryn”) has issued misleading public commentary
regarding the merger. This opposition is neither rooted in a desire to pursue the best path forward for the business nor to maximize
value for all stockholders – rather, they are waging a campaign to prioritize their own interests at the expense of other SomaLogic
stockholders. The Board carefully evaluated all of its alternatives – this has been confirmed by the two leading proxy advisory
firms ISS and Glass Lewis – and remains firm in its belief that this transaction represents the best opportunity to accelerate
the combined company's path to profitability and value creation, while also mitigating risks and challenges inherent in SomaLogic’s
business.
Realize the Compelling Benefits of the Proposed Merger
Between SomaLogic and Standard BioTools While Protecting the Value of Your Investment: Vote “FOR” the Transaction Today
For SomaLogic to realize the benefits of this value-maximizing
transaction, stockholders holding a majority of our shares must support the deal. Your vote is critical, regardless of the number
of shares you own. Every vote counts and is critical to the future of the Company. Not voting is the same as voting against the transaction.
Protect the value of your investment. The SomaLogic
board urges all stockholders to vote “FOR” the value maximizing transaction on the SomaLogic proxy card today. SomaLogic
stockholders are advised to discard any green proxy cards they receive from Madryn Asset Management, LP.
Thank you for your continued support.
Sincerely,
The SomaLogic Board of Directors
Robert Barchi
Thomas Carey
Troy Cox
Kathy Hibbs
Anne Margulies
Tycho Peterson
Richard Post
Jason Ryan
The Company urges all stockholders to vote "FOR" the value
maximizing transaction on the SomaLogic proxy card today. A special meeting of SomaLogic stockholders is scheduled to be held virtually
in connection with the proposed merger on January 4, 2024, at 12 p.m. ET (10:00 a.m. MT / 9:00 a.m. PT).
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.
The merger remains on track to close in the first quarter of 2024,
subject to approval by SomaLogic and Standard BioTools stockholders and satisfaction of other customary closing conditions.
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, October 4, 2023 and December 12, 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 press release 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 press release 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.
Contacts
Investors
Marissa Bych
Gilmartin Group LLC
investors@somalogic.com
Media
Lyle Weston / Carly King
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
1
Permission to use quotes neither sought nor obtained.
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