Proxy Advisory Firm Egan-Jones Recommends SomaLogic Shareholders Vote Against Proposed Merger with Standard BioTools
03 1월 2024 - 10:00PM
Business Wire
Madryn Asset Management, LP (“Madryn Asset Management” and,
collectively with its affiliates, “Madryn”), a holder of
approximately 4.2% of the outstanding common stock of SomaLogic,
Inc. (“SomaLogic” or the “Company”) (Nasdaq: SLGC), today announced
that Egan-Jones Proxy Services (“Egan-Jones”), an independent proxy
advisory firm, has recommended shareholders vote AGAINST the proposed merger (the “Proposed
Merger” or “Transaction”) with Standard BioTools Inc. (“Standard
BioTools”) (Nasdaq: LAB) at the Company’s Special Meeting of
Shareholders (the “Special Meeting”) on January 4, 2024.
In its report, Egan-Jones noted:1
- “Egan-Jones views the proposed transaction to be untimely
and inadvisable in terms of maximizing shareholder value.”
- “We believe that the proposed merger agreement was a result of
an insufficient search process due to the presence of
conflict[s] of interests, which we view as detrimental to the
assessment of the true value of the Company.”
- “Assuming that the merger will be consummated, Eli Casdin
and Casdin Capital, LLC (“Casdin Capital”) will retain their
valuable Series B Preferred Put-Right in the pro forma combined
entity.”
- “…Mr. Casdin’s ties with certain members of the Transaction
Committee makes the process’ integrity questionable.”
- “…the merger significantly undervalues the Company’s
worth... We believe that there is a crucial discount to the
premium and to the Company’s value as well.”
- “…SomaLogic is better off as a stand-alone company, in
the absence of a significantly higher offer.”
Avinash Amin, Managing Partner of Madryn Asset Management,
stated:
“Egan-Jones clearly recognizes that the Proposed Merger is
inherently flawed and not in the best interests of SomaLogic or its
shareholders. We are pleased that Egan-Jones has joined the chorus
of shareholders who have publicly opposed the Transaction due to
its numerous failings, including an inadequate process, poor
governance and blatant undervaluation of SomaLogic. We urge our
fellow shareholders to follow Egan-Jones’ independent
recommendation and vote against this Transaction.”
***
Madryn Urges SomaLogic Shareholders to Vote
“AGAINST” the Proposed Merger at the
Company’s January 4, 2024, Special Meeting
Voting “AGAINST” the Proposed Merger Will Protect the
Value of Shareholders’ Investment and Allow 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, 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. The definitive
proxy statement and accompanying GREEN Proxy Card are first
being disseminated to stockholders on December 22, 2023. 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, beginning
December 22, 2023, 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.
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.
1 Permission to quote Egan Jones was neither sought nor
obtained. Emphases added.
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version on businesswire.com: https://www.businesswire.com/news/home/20240103270063/en/
John Ferguson / Joseph Mills Saratoga Proxy Consulting,
212-257-1311 info@saratogaproxy.com Joe Germani / Ashley Areopagita
Longacre Square Partners, 646-386-0091
Madryn@LongacreSquare.com
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