Madryn Asset Management Issues Presentation Detailing Why SomaLogic Shareholders Should Vote “AGAINST” the Value-Destructive and Deeply Flawed Proposed Merger with Standard BioTools

Rhea-AI Summary

Madryn Asset Management, LP (Madryn) urges SomaLogic Inc. (Nasdaq: SLGC) shareholders to vote 'AGAINST' the proposed merger with Standard BioTools Inc. (Nasdaq: LAB). Madryn holds approximately 4.2% of SomaLogic's outstanding common stock and has published a list of key questions shareholders should ask the Board of Directors regarding the Proposed Merger.

Financial Analyst

The opposition by Madryn Asset Management to SomaLogic's Proposed Merger with Standard BioTools raises substantial concerns regarding the valuation and governance implications of the deal. The timing of the transaction, when SomaLogic's share price was notably low and the potential undervaluation post-Olink acquisition, are red flags for shareholders. The subordination of SomaLogic shareholders to significant debt in the merged entity could dilute their equity value and influence. Furthermore, the governance structure post-merger, which appears to favor preferred equity holders, may diminish common shareholders' rights and control.

From a financial perspective, the deal's structure seems to be unfavorable for SomaLogic shareholders, particularly if the company is positioned for growth as a standalone entity. The debt burden may also limit the new company's flexibility to invest in future growth opportunities or weather economic downturns. Shareholders must critically evaluate the long-term value creation potential of the merger versus standalone prospects.

Madryn's campaign highlights potential conflicts of interest within SomaLogic's Transaction Committee, which could have influenced the merger process and decision-making. Shareholders should consider the transparency and fairness of the process, as well as the strategic rationale behind abandoning minority investment opportunities that were identified.

Corporate Governance Expert

The concerns raised by Madryn Asset Management about the governance implications of the Proposed Merger are significant. Shareholders are being asked to accept a transaction that could alter their voting power and governance rights. The potential conflicts of interest involving the SomaLogic Transaction Committee and their undisclosed connections to Casdin Capital, a conflicted investor, are particularly troubling. This raises questions about the integrity of the merger process and whether the best interests of all shareholders are being represented.

Effective corporate governance is critical in protecting shareholder interests, especially in public companies where governance structures and transparency are expected to adhere to high standards. The reduction in governance rights for common shareholders in favor of preferred equity holders could create a power imbalance within the merged entity, potentially leading to decisions that do not align with the majority of shareholders' interests.

It is crucial for shareholders to scrutinize the proposed governance changes and understand the long-term implications for their investment. Voting against the merger could be a stance to ensure fair representation and to hold the Board accountable for its fiduciary duties to all shareholders, not just a select few with preferential treatment.

Mergers and Acquisitions Specialist

The skepticism expressed by Madryn Asset Management towards the SomaLogic and Standard BioTools merger underscores the importance of due diligence in M&A transactions. The questions posed by Madryn suggest that the Proposed Merger may not have been thoroughly vetted to ensure it is the best strategic option for SomaLogic's shareholders. The abrupt change in SomaLogic's Board and executive leadership, coupled with the resumption of talks with Standard BioTools following these departures, could indicate a rushed or poorly negotiated deal.

Typically, in M&A, a premium is paid to acquire a company, reflecting its future growth prospects. However, the concerns about the negative enterprise value and the potential undervaluation of SomaLogic post-acquisition of Olink suggest shareholders might not be receiving a fair deal. Additionally, the lack of progress on alternative minority investment opportunities could mean that all potential avenues for maximizing shareholder value were not fully explored.

Shareholders should carefully consider whether the Proposed Merger aligns with their investment objectives and the long-term strategic vision for the company. Voting against the merger may open the door for alternative transactions or strategies that could better serve their interests and enhance shareholder value.

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

NEW YORK--(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 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:

1. Why agree to a transaction at a time when SomaLogic’s share price was at an all-time low?
2. Why would SomaLogic shareholders agree to an enterprise value that is negative based on today’s trading levels?
3. 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)?
4. 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?
5. 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?
6. Why discount the potential for a standalone SomaLogic to create shareholder value, especially given prior optimistic statements made by Board members and management?¹
7. 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?
8. Why did initial discussions with Standard terminate in November 2022?
9. 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)?
10. 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

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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.

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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

Source: Madryn Asset Management, LP

FAQ

Why should SomaLogic shareholders vote 'AGAINST' the proposed merger with Standard BioTools Inc.?

Madryn Asset Management believes that the Proposed Merger is value-destructive and deeply flawed. Shareholders should visit www.NoSomaLogicMerger.com for more information and to view Madryn's presentation.

What are the key questions that SomaLogic shareholders should ask the Board of Directors?

Madryn has published a list of 10 questions that shareholders should direct to the SomaLogic Board of Directors regarding the Proposed Merger. These questions address various aspects of the merger agreement and the valuation of the company.

When is the special meeting for voting on the proposed merger?

The special meeting is scheduled for January 4, 2024. Madryn urges shareholders to vote 'AGAINST' the Proposed Merger to protect the value of their investment.

How can SomaLogic shareholders access Madryn's presentation and other materials?

Shareholders can visit www.NoSomaLogicMerger.com to access Madryn's presentation and other materials, as well as information on how to vote.

What percentage of SomaLogic's outstanding common stock does Madryn Asset Management hold?

Madryn holds approximately 4.2% of the outstanding common stock of SomaLogic.

What is the ticker symbol for SomaLogic Inc.?

The ticker symbol for SomaLogic Inc. is SLGC.

What is the ticker symbol for Standard BioTools Inc.?

The ticker symbol for Standard BioTools Inc. is LAB.

What are the potential negative consequences of the proposed merger?

Voting 'AGAINST' the Proposed Merger will protect the value of shareholders' investment and allow SomaLogic to pursue vastly superior alternatives, according to Madryn Asset Management.

Why does Madryn believe the Proposed Merger is value-destructive and deeply flawed?

Madryn believes that the valuation of the company and the terms of the merger agreement are not in the best interest of SomaLogic shareholders.

What should SomaLogic shareholders do to ensure their voices are heard regarding the Proposed Merger?

Madryn urges shareholders to vote 'AGAINST' the Proposed Merger at the Company's January 4, 2024 Special Meeting and to visit www.NoSomaLogicMerger.com for more information and to view Madryn's presentation.