Standard BioTools Inc. (Nasdaq: LAB), driven by a bold purpose
– Unleashing tools to accelerate breakthroughs in human
health – and SomaLogic (Nasdaq: SLGC), a leader in data-driven
proteomics technology, today announced that they have entered into
a definitive agreement to combine in an all-stock merger.
The combined company, with a pro-forma equity value of over $1
billion based on Standard BioTools’ closing share price on October
3, 2023, will be a leading provider of differentiated multi-omics
tools for research. With products distributed in approximately 50
countries and a global infrastructure, the combined company would
become a leading platform of multi-omic technologies with over $180
million of pro-forma combined revenue for the full year 2023 and a
robust balance sheet with over $500 million in estimated cash and
cash equivalents at close.2
Under the terms of the agreement, which was unanimously approved
by the participating members of the boards of directors of both
companies, SomaLogic shareholders will receive 1.11 shares of
Standard BioTools common stock for each share of SomaLogic common
stock owned. Upon the close of the transaction, Standard BioTools
shareholders will own approximately 43% of the combined company,
and SomaLogic shareholders will own approximately 57% of the
combined company on a fully diluted basis.
Michael Egholm, PhD, President and Chief Executive Officer of
Standard BioTools™, said, “SomaLogic’s world-class proteomic tools
fuel research discoveries with unmatched reliability, and fit well
with our life science tools platform. The value of SomaLogic’s
technology and expertise is substantiated by elite relationships in
the pharmaceutical research space, as well as a developing
genomics-proteomics commercial partnership with Illumina. This
transaction activates our strategy to unlock value in the highly
fragmented life science tools space. It positions Standard BioTools
with an increasingly scalable platform and powerful balance sheet,
which will be underpinned by unparalleled operating discipline and
a shared mission to accelerate breakthroughs in human health. This
is an exciting step forward for both of our companies and we look
forward to the significant value creation opportunities ahead.”
SomaLogic interim Chief Executive Officer Adam Taich, added,
“This transaction brings together two organizations with mutual
visions and values to create a multi-omics leader with the
financial strength to self-fund growth investments and accelerate
research insights. We look forward to partnering with the team at
Standard BioTools to better serve the needs of translational and
clinical pharmaceutical research, while delivering significant
value for our shareholders.”
Strategic and Financial Benefits
- Creates a multi-omic technology leader, targeting large, high
growth markets with a diverse portfolio of life science tools that
power industry-leading throughput and data quality.
- Expands commercial reach and maximizes cross-selling
opportunities through complementary offerings and end markets.
Standard BioTools’ strong presence in academic research settings
ideally complements SomaLogic’s prestigious biopharmaceutical
research footprint.
- Expedites scalability creating an accelerated path to combined
company profitability. The transaction is expected to generate $80
million in annual cost synergies by 2026.
- Produces a formidable capital structure with over $500 million
in cash and cash equivalents expected at close to self-fund future
growth initiatives.
- Opens the door to meaningful value creation through a proven
model that couples deep large-enterprise life sciences expertise
and operating discipline with ample capital.
Leadership
The combined company will be led by an experienced Board of
Directors and leadership team that leverages the deep life sciences
expertise within both organizations.
Upon close, the combined company’s Board will consist of seven
directors, three of whom will be designated by Standard BioTools:
Michael Egholm, Fenel Eloi and Frank Witney, and three of whom will
be designated by SomaLogic: Tom Carey, who will serve as Chairman,
Troy Cox and Kathy Hibbs. Eli Casdin will also continue to serve on
the combined company’s Board.
Upon close, Michael Egholm will serve as Chief Executive
Officer, Jeff Black will serve as Chief Financial Officer and Alex
Kim will serve as Chief Operating Officer. Adam Taich will serve as
the combined company’s Chief Strategy Officer, and Shane Bowen,
Chief Research and Development Officer of SomaLogic, will serve as
Chief Technology Officer.
The combined company will operate under the Standard BioTools
name with facilities in California, Colorado, Massachusetts, Canada
and Singapore.
Timing and Approvals
The transaction is expected to close in the first quarter of
2024, subject to approval by both companies’ stockholders,
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and satisfaction of other
customary closing conditions.
Stockholders representing approximately 16% of Standard BioTools
common stock and approximately 1% of SomaLogic common stock,
including the directors and executive officers of each company and
affiliated investment funds, have entered into voting agreements in
support of the transaction.
Full 2023 Year Outlook
In connection with today’s announcement, both companies provided
2023 full year revenue guidance. Standard BioTools expects full
year 2023 revenue of $100 - $105 million, an increase from its
prior guidance, and SomaLogic reaffirmed full year 2023 revenue
guidance of $80 - $84 million.
Conference Call and Webcast
Standard BioTools and SomaLogic will host a joint conference
call and webcast today at 8:30 a.m. ET to discuss the merger. The
conference call can be accessed by dialing (800) 225-9448 within
the U.S. and (203) 518-9708 for all non-U.S. locations. The
confirmation code is 81365. Participants should dial in 10 minutes
prior to the scheduled start time.
A live webcast of the conference call will be accessible here:
https://event.on24.com/wcc/r/4372311/445DB37AF6BE5227E3E3C92B52226B0F.
The webcast link and associated presentation materials will be
available on the investor relations section of each company’s
website: investors.standardbio.com and
investors.somalogic.com.
Advisors
Centerview Partners LLC is serving as financial advisor to
Standard BioTools, and Mintz is serving as its legal counsel.
Perella Weinberg Partners LP and TD Cowen are serving as financial
advisors to SomaLogic, with Perella Weinberg Partners LP as lead.
Fenwick is serving as its legal counsel.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those referred to in the
forward-looking statements. 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; the expected benefits of the merger, including
estimations of anticipated cost savings and cash runway; the
competitive ability and position of the combined company; the
success, cost and timing of the combined company’s product
development, sales and marketing, and research and development
activities; the combined company’s ability to obtain and maintain
regulatory approval for its products; the sufficiency of the
combined company’s cash, cash equivalents and short-term
investments to fund operations; 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 Securities and Exchange Commission
(“SEC”) on August 8, 2023 and on its most recent annual report on
Form 10-K filed with the SEC on March 14, 2023, as well as the
“Risk Factors” section of SomaLogic’s most recent quarterly report
on Form 10-Q filed with the SEC on August 4, 2023 and on its most
recent annual report on Form 10-K filed with the SEC on March 28,
2023. The parties undertake no obligation to revise or update any
forward-looking statements for any reason.
About Standard BioTools Inc.
Standard BioTools Inc. (Nasdaq:LAB), previously known as
Fluidigm Corporation, is driven by a bold purpose – Unleashing
tools to accelerate breakthroughs in human health. Standard
BioTools has an established portfolio of essential, standardized
next-generation technologies that help biomedical researchers
develop medicines faster and better. As a leading solutions
provider, the company provides reliable and repeatable insights in
health and disease using its proprietary mass cytometry and
microfluidics technologies, which help transform scientific
discoveries into better patient outcomes. Standard BioTools works
with leading academic, government, pharmaceutical, biotechnology,
plant and animal research, and clinical laboratories worldwide,
focusing on the most pressing needs in translational and clinical
research, including oncology, immunology, and immunotherapy. Learn
more at www.standardbio.com or connect with us on Twitter®,
Facebook®, LinkedIn, and YouTube™. Standard BioTools, the Standard
BioTools logo, Fluidigm, the Fluidigm logo, “Unleashing tools to
accelerate breakthroughs in human health,” Hyperion, Hyperion XTi,
XTi, and X9 are trademarks and/or registered trademarks
of Standard BioTools Inc. or its affiliates in the
United States and/or other countries. All other trademarks are
the sole property of their respective owners. Standard
BioTools products are provided for Research Use
Only. Not for use in diagnostic procedures.
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 7,000 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.
Available Information
Standard BioTools uses its website (standardbio.com),
investor site (investors.standardbio.com), corporate Twitter
account (@Standard_BioT), Facebook page
(facebook.com/StandardBioT), and LinkedIn page
(linkedin.com/company/standard-biotools) as channels of
distribution of information about its products, its planned
financial and other announcements, its attendance at upcoming
investor and industry conferences, and other matters. Such
information may be deemed material information, and Standard
BioTools may use these channels to comply with its disclosure
obligations under Regulation FD. Therefore, investors should
monitor Standard BioTools’ website and its social media accounts in
addition to following its press releases, SEC filings,
public conference calls, and webcasts.
Additional Information and Where to Find It
In connection with the proposed transaction and required
stockholder approval, Standard BioTools will file with the SEC a
registration statement on Form S-4 that will include a joint proxy
statement of Standard BioTools and SomaLogic that also constitutes
a prospectus of SomaLogic. Each of Standard BioTools and SomaLogic
also plan to file other relevant documents with the SEC regarding
the proposed transaction. No offering of securities shall be made,
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended. Any definitive
joint proxy statement/prospectus (if and when available) will be
mailed to stockholders of Standard BioTools and SomaLogic. 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 when they become available because they will
contain important information about the proposed transaction and
the parties to the transaction. Investors and stockholders may
obtain free copies of these documents (when they are available) 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 SomaLogic by going to
SomaLogic’s Investor Relations page on its corporate website at
https://investors.somalogic.com or by contacting SomaLogic Investor
Relations at investors@somalogic.com or by going to Standard
BioTools’ Investor Relations website at
http://investors.standardbio.com or contacting Standard BioTools’
Investor Relations department at investors@standardbio.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 SomaLogic’s stockholders with
respect to the transaction. Information about SomaLogic’s directors
and executive officers, including their ownership of SomaLogic
securities, is set forth in the proxy statement for SomaLogic’s
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, and June
9, 2023, and SomaLogic’s other filings with the SEC. Information
concerning Standard BioTools’ directors and executive officers is
set forth in 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. Investors may obtain
more detailed information regarding the direct and indirect
interests of SomaLogic and its respective executive officers and
directors in the transaction, which may be different than those of
SomaLogic stockholders generally, by reading the preliminary and
definitive proxy statements regarding the transaction, which will
be filed with the SEC. These documents are available free of charge
at the SEC’s website at www.sec.gov, by going to SomaLogic’s
Investor Relations page on its corporate website at
https://investors.somalogic.com or by contacting SomaLogic Investor
Relations at investors@somalogic.com or by going to Standard
BioTools’ Investor Relations website at
http://investors.standardbio.com or contacting Standard BioTools’
Investor Relations department at investors@standardbio.com.
Investor Contacts
Standard BioToolsPeter DeNardo CapComm
Partnersir@standardbio.com
SomaLogicMarissa BychGilmartin Group
LLCinvestors@somalogic.com
Media Ed Hammond / Nick Lamplough / Dan
MooreCollected Strategies LAB-CS@collectedstrategies.com
1 Assumes transaction close in Q1 2024. Total cost synergies
exclude non-cash, restructuring-related and other non-recurring
cost for each of Standard BioTools and SomaLogic.2 Based on assumed
Q1 2024 close and estimated combined cash balance of Standard
BioTools and SomaLogic, less estimated transaction costs.
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