Madryn Asset Management Demands SomaLogic’s Board Address Repeated, Unprecedented Adjournments of Tainted Special Meeting
04 Janeiro 2024 - 8:57PM
Business Wire
Believes All SomaLogic Directors –
Robert Barchi, Thomas Carey, Eli
Casdin, Troy Cox, Kathy Hibbs, Anne
Margulies, Tycho Peterson,
Richard Post and Jason Ryan – Have Betrayed Shareholders by
Delaying the Special Meeting Five Times so the Board Could Initiate
a Covert Vote-Flipping Campaign
Encourages Shareholders to Take Note of the
Board’s Governance Failures and Blatant Abuse of Shareholder
Democracy
Notes Madryn Has Sent a Litigation Hold to
the SomaLogic Board as the Firm Evaluates Legal Options
Urges Shareholders
Interested in Changing Their Vote and/or Opposing the Merger to
Contact Madryn or the Firm’s Proxy Solicitor
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), is demanding the Company finally answer
key questions related to its repeated adjournments of the Special
Meeting of Shareholders (the “Special Meeting”) pertaining to the
proposed merger (the “Proposed Merger” or the “Transaction”) with
Standard BioTools Inc. (“Standard BioTools”) (Nasdaq: LAB). Madryn
believes the Board of Directors — Robert Barchi, Thomas Carey, Eli
Casdin, Troy Cox, Kathy Hibbs, Anne Margulies, Tycho Peterson,
Richard Post and Jason Ryan — have betrayed shareholders by
adjourning the Special Meeting a seemingly unprecedented five times
over an approximately six-hour timespan in order to provide time
for covert vote-flipping efforts. Madryn sent the Board of
Directors a legal letter earlier today and asked that all documents
relevant to the Transaction be retained as it evaluates its legal
options.
Madryn calls on SomaLogic to finally hold the Special Meeting
after hours of delay.
Madryn directly asked the Company the following questions in the
submission box within the virtual Shareholder Meeting and via
email:
- Why has SomaLogic adjourned the Special Meeting multiple
times?
- What is the basis for the adjournments, what communications
have been happening with shareholders during these delays and when
will SomaLogic be making all such communications public?
- Why is it not a disenfranchisement to keep shareholders waiting
all day for the polls to open and the Special Meeting to take
place?
No answers were provided. If the aforementioned directors are
treating shareholders so poorly on such a critical day, what else
have they been hiding or distorting in the period leading up to
this vote? Madryn believes it is clear that this Board of Directors
is not treating shareholders equitably and has opened itself up to
liability. In Madryn's view, any party considering giving their
vote to SomaLogic should immediately reconsider.
***
MADRYN URGES SOMALOGIC SHAREHOLDERS TO HOLD
FIRM AND OPPOSE THE TRANSACTION
IF YOU HAVE QUESTIONS ABOUT CHANGING YOUR
VOTE, CONTACT MADRYN OR OUR FIRM’S PROXY SOLICITOR
***
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 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/20240104392435/en/
Saratoga Proxy Consulting John Ferguson / Joseph Mills,
212-257-1311 info@saratogaproxy.com Longacre Square Partners Greg
Marose / Joe Germani, 646-386-0091 Madryn@LongacreSquare.com
SomaLogic (NASDAQ:SLGC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
SomaLogic (NASDAQ:SLGC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024