Madryn Asset Management Issues Presentation Detailing Why SomaLogic Shareholders Should Vote “AGAINST” the Value-Destructive and Deeply Flawed Proposed Merger with Standard BioTools
18 Dezembro 2023 - 7:36PM
Business Wire
Encourages SomaLogic Shareholders to Visit
www.NoSomaLogicMerger.com to View Presentation and Learn How to
Vote “AGAINST” the Proposed
Merger
Madryn Plans to Send a GREEN Proxy Card to SomaLogic Shareholders,
and Urges All Shareholders to Vote “AGAINST” the Merger on Any Proxy Card
Publishes List of Key Questions that
Shareholders Should Be Asking SomaLogic
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 issued a
presentation detailing why shareholders should reject the Company’s
proposed merger (the “Proposed Merger”) with Standard BioTools Inc.
(“Standard”) (Nasdaq: LAB).
Shareholders should visit www.NoSomaLogicMerger.com for Madryn’s
presentation and other materials, as well as information on how to
vote.
Madryn also published the following list of top 10 questions
that it believes shareholders should direct to the SomaLogic Board
of Directors (the “Board”) in light of the numerous
value-destructive and deeply flawed aspects of the Proposed Merger
and the process undertaken to reach the Proposed Merger
agreement:
- Why agree to a transaction at a time when SomaLogic’s share
price was at an all-time low?
- Why would SomaLogic shareholders agree to an enterprise value
that is negative based on today’s trading levels?
- Why would shareholders accept a valuation that doesn’t
represent the recent re-rate in SomaLogic’s value after the
announcement of the acquisition of Olink Holding AB (publ)
(“Olink”) (Nasdaq: OLK)?
- Why would SomaLogic shareholders, who hold common stock in a
cash-rich company with a clean balance sheet, agree to a Proposed
Merger where they will become deeply subordinated to $300 million
worth of debt or debt-like securities?
- Why would SomaLogic shareholders, who have a customary
governance structure for a public company with a clean balance
sheet, accept lesser voting, consent and governance provisions than
preferred equity holders in the combined company?
- Why discount the potential for a standalone SomaLogic to create
shareholder value, especially given prior optimistic statements
made by Board members and management?1
- Was the Board aware that every member of the SomaLogic
Transaction Committee (the “Transaction Committee”) has extensive
business connections to a conflicted investor on both sides of the
transaction, Casdin Capital, LLC? Why weren’t those connections
disclosed, and how did the Board get comfortable with these
directors serving on the Transaction Committee?
- Why did initial discussions with Standard terminate in November
2022?
- Why did several members of the Board and the former SomaLogic
CEO, Roy Smythe, resign or retire in March 2023 (just before
discussions with Standard resumed in April 2023)?
- Why were the minority investment opportunities identified in
the sales process seemingly not moved forward?2
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 Madryn’s Presentation and Other Materials, as Well as
Information on How to Vote
***
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”). The Participants have filed with the U.S. Securities and
Exchange Commission (the “SEC”) their definitive proxy statement
and accompanying GREEN Proxy Card in connection with the
solicitation of proxies from SomaLogic’s stockholders 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 will be, along with other relevant documents,
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.
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 SomaLogic Q4 2022, Q1 2023 and Q2
2023 earnings calls. 2 SLGC-LAB Merger Proxy.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231218131895/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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