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Standard BioTools Announces Exchange of All Outstanding Series B Convertible Preferred Stock for Common Stock

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Standard BioTools Inc. (LAB) announces the exchange of Series B Preferred Stock for common stock with Viking Global Investors and Casdin Capital, aiming to streamline capital structure and attract new investors. The exchange resulted in the issuance of approximately 93 million shares of common stock at $2.75 per share, reducing dilution to less than 5%. The Company now has around 382.5 million shares outstanding.
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The exchange of Series B Convertible Preferred Stock for common stock by Standard BioTools represents a strategic move aimed at simplifying the company's capital structure. By eliminating the liquidation preference and governance rights associated with the preferred stock, the company is potentially removing barriers that might deter new investors or M&A activity. The transaction suggests a proactive approach to making the company's equity more appealing to a broader investor base, which could enhance liquidity and marketability of the shares.

The issuance of additional common stock, however, introduces a degree of dilution for existing shareholders, though the company notes this is less than 5%. This dilution factor is a critical consideration for current investors and could influence the stock's short-term performance. In the longer term, the removal of senior rights and the simplification of the capital structure may outweigh the initial dilutive impact if it leads to successful M&A activities or attracts long-term investors as anticipated by the company's leadership.

From a mergers and acquisitions perspective, the conversion of preferred shares to common stock indicates that Standard BioTools is positioning itself as a more attractive target for potential acquirers or partners. The move to streamline the capital structure can be seen as a preparatory step for smoother negotiation processes in future M&A deals. The elimination of the $250 million liquidation preference and the put right in the event of a change in control are particularly noteworthy, as they remove financial complexities that could pose challenges during acquisition talks.

It's important to evaluate how this aligns with industry norms where preferred stock often plays a role in investment strategies. The company's focus on operational excellence and disciplined M&A to diversify its product portfolio is a clear indication of its growth strategy. Investors may interpret these steps as positive signals that the management is dedicated to enhancing stockholder value through strategic corporate maneuvers.

The reference to a 'highly fragmented market' by the company Chairman suggests that Standard BioTools operates within a competitive and possibly saturated industry. The focus on building a diverse portfolio through disciplined M&A activities could be a response to this fragmentation, aiming to consolidate market share and achieve economies of scale. This strategy may resonate with investors who are looking for companies with a clear path to growth in challenging market conditions.

The market's reaction to this news will likely hinge on investor confidence in the company's strategic direction and its ability to execute on stated goals. While the dilution is minimal, market perception of the company's growth prospects and the effectiveness of its M&A strategy will be key drivers of the stock's performance going forward. The company's emphasis on long-term stockholder value creation could be a stabilizing factor for the stock price, provided that the execution of its strategy aligns with investor expectations.

SOUTH SAN FRANCISCO, Calif., March 18, 2024 (GLOBE NEWSWIRE) -- Standard BioTools Inc. (“Standard BioTools” or the “Company”) (Nasdaq: LAB) today announced that it has exchanged all outstanding shares of its Series B Convertible Preferred Stock (the “Series B Preferred”) for shares of common stock pursuant to an agreement with stockholders affiliated with Viking Global Investors (“Viking”) and Casdin Capital (“Casdin").

Thomas Carey, Chairman of the Standard BioTools Board of Directors, said, “We are pleased to reach this agreement with Viking and Casdin. By streamlining our capital structure, we believe this transaction will make us more attractive to new long-term investors and potential M&A partners, as we pursue our strategy to unlock value for all of our stockholders in this highly fragmented market. We appreciate Viking and Casdin’s longstanding support and partnership and are pleased to have them as common stockholders.”

Michael Egholm, PhD, President and Chief Executive Officer of Standard BioTools, said, “We are successfully executing on our strategy to drive profitable growth through a focus on operational excellence coupled with disciplined M&A to build a more diverse portfolio of unique products. With our significant momentum and the progress underway, this transaction is another important step forward in our commitment to create sustainable, long-term stockholder value.”

Under the terms of the exchange agreement, Standard BioTools issued a total of approximately 93 million shares of common stock in exchange for all of the Series B Preferred at an exchange price of $2.75 per share. This exchange price resulted in the issuance of approximately 17.8 million additional shares of common stock, as compared to the shares of common stock issuable under the Series B Preferred’s stated $3.40 per share conversion price. The issuance of the incremental shares of common stock represents less than 5% dilution on an as-issued basis, and has resulted in the elimination of all Series B Preferred senior rights, including the elimination of the approximately $250 million liquidation preference, the put right in the event of a change in control and Series B Preferred governance rights. As a result, the Company now has approximately 382.5 million shares of common stock outstanding.

TD Cowen served as financial advisor to the Special Committee of the Board of Directors and Mintz, Levin, Cohn, Ferris, Glovesky and Popeo served as legal counsel.

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.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding the potential benefits of a streamlined capitalization structure; our ability to attract new long-term investors and potential M&A partners; future business performance; expectations, operational and strategic plans; deployment of capital; and market and growth opportunities. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including, but not limited to, the outcome of any legal proceedings related to the merger with SomaLogic, Inc.; risks that the anticipated benefits of the merger with SomaLogic, Inc. or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; risks that we may not realize expected cost savings from our restructuring, including the anticipated decrease in operational expenses, at the levels we expect; possible restructuring and transition-related disruption, including through the loss of customers, suppliers, and employees and adverse impacts on our development activities and results of operation; restructuring activities, including our subleasing plans, customer and employee relations, management distraction, and reduced operating performance; risks that internal and external costs required for ongoing and planned activities may be higher than expected, which may cause us to use cash more quickly than we expect or change or curtail some of our plans, or both; risks that our expectations as to expenses, cash usage, and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than our assumptions; changes in our business or external market conditions; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; interruptions or delays in the supply of components or materials for, or manufacturing of, our products; reliance on sales of capital equipment for a significant proportion of revenues in each quarter; seasonal variations in customer operations; unanticipated increases in costs or expenses; continued or sustained budgetary, inflationary, or recessionary pressures; uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; uncertainties relating to our research and development activities, and distribution plans and capabilities; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. For information regarding other related risks, see the “Risk Factors” section of our annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 1, 2024, and in our other filings with the SEC. These forward-looking statements speak only as of the date hereof. We disclaim any obligation to update these forward-looking statements except as may be required by law.

Contacts

Investors
David Holmes
Gilmartin Group LLC
(332) 330-1031
ir@standardbio.com

Media
Nick Lamplough / Dan Moore / Tali Epstein
Collected Strategies
LAB-CS@collectedstrategies.com


FAQ

What is the ticker symbol of Standard BioTools Inc. mentioned in the press release?

The ticker symbol is LAB.

How many shares of common stock were issued in exchange for the Series B Preferred Stock?

Approximately 93 million shares of common stock were issued.

What was the exchange price per share for the Series B Preferred Stock?

The exchange price was $2.75 per share.

What percentage of dilution resulted from the issuance of additional shares of common stock?

The issuance resulted in less than 5% dilution.

Who served as the financial advisor to the Special Committee of the Board of Directors?

TD Cowen served as the financial advisor.

How many shares of common stock does the Company have outstanding after the exchange?

The Company now has approximately 382.5 million shares of common stock outstanding.

Standard BioTools Inc.

NASDAQ:LAB

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939.60M
50.24M
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2.67%
Analytical Laboratory Instrument Manufacturing
Manufacturing
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United States of America
SOUTH SAN FRANCISCO

About LAB

fluidigm (nasdaq:fldm) develops, manufactures and markets microfluidic systems for growth markets in the life sciences and in applied markets. fluidigm’s systems consist of instruments, software, integrated fluidic circuits (ifcs), high-performance assays for gene expression and genotyping, and primers for sample preparation for next-generation sequencing. fluidigm technology enables customers to perform thousands of sophisticated biochemical measurements in parallel on samples smaller than the content of a single cell, with nanoliter volumes of reagents, in half the area of a credit card. the company’s integrated customer solutions are designed to significantly simplify experimental workflows, increase throughput and reduce costs while delivering excellent data quality. based in south san francisco, fluidigm offers an exciting and collegial working environment with excellent compensation and benefits, including equity.