SomaLogic, Inc., a leader in proteomics technology, today announced
that Institutional Shareholder Services (“ISS”) has recommended
that SomaLogic stockholders vote “FOR” the pending merger with
Standard BioTools at the company’s Special Meeting of Stockholders
to be held on January 4, 2024.
In its “FOR” recommendation to SomaLogic stockholders, ISS
noted1:
- The strategic rationale of combining two sub-scale companies in
order to slow down cash burn and accelerate the path to
profitability appears reasonable, particularly given the apparent
overlap in the two companies' offerings and the estimated synergies
in this transaction.
- …the all-stock structure of the transaction provides
shareholders with an opportunity to benefit from the potential
upside if the company is able to get to a trading valuation based
on the revenue multiple.
- The turnover of the board and management in 2023, which the
dissident suggests was to help facilitate a deal with LAB, seems to
have been driven by legitimate operational challenges and share
price performance discussed in the prior sections.
- In engagement with ISS, the board members also seemed
appropriately qualified and thoughtful about all available
alternatives.
- …based on currently available disclosure, the process itself
appears to have been sufficiently broad and there is no clear
evidence in the proxy that favorable treatment was given to LAB as
a potential partner.
- As it relates to the dissident's concerns about the convertible
preferred securities in the combined company's capital structure,
we note that the Series B preferred is more equity- than debt-like,
as it is not entitled to a dividend other than the dividends
declared on common, and does not have a maturity.
Commenting on the ISS recommendation, SomaLogic issued the
following statement:
SomaLogic is pleased that ISS shares its belief that the merger
with Standard BioTools is in the best interests of all SomaLogic
stockholders and supports the Board’s recommendation that
stockholders vote “FOR” the transaction. The transaction with
Standard BioTools delivers compelling long-term stockholder value,
and SomaLogic urges all SomaLogic stockholders to follow the ISS
recommendation by voting “FOR” the value maximizing transaction on
the SomaLogic proxy card.
SomaLogic stockholders who need assistance voting or have
questions regarding the Special Meeting may contact SomaLogic’s
proxy solicitor, Morrow Sodali LLC, at (800) 662-5200.
The merger remains on track to close in the first quarter of
2024, subject to approval by SomaLogic and Standard BioTools
stockholders and satisfaction of other customary closing
conditions.
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 11,000 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.
Additional Information and Where to Find It
In connection with the merger and required stockholder
approval, Standard BioTools filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, as amended (the “Form S-4”), which was
declared effective by the SEC on December 1, 2023.
The Form S-4 includes a definitive joint proxy statement
of Standard BioTools and SomaLogic and also
constitutes a final prospectus of Standard BioTools. The
definitive joint proxy statement was mailed or otherwise made
available to stockholders of Standard
BioTools and SomaLogic on or about December 4,
2023. 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
because they contain important information about the merger and the
parties to the merger. Investors and stockholders may
obtain free copies of these documents 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 Standard
BioTools at http://investors.standardbio.com or
contacting Standard BioTools’ Investor Relations department
at investors@standardbio.com or
at https://investors.somalogic.com or by contacting
SomaLogic Investor Relations at investors@somalogic.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 Standard
BioTools and SomaLogic’s stockholders with respect to the
merger. Information about Standard BioTools’ directors and
executive officers, including their ownership of Standard BioTools’
securities, is set forth in the joint proxy statement/prospectus,
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. Information concerning SomaLogic’s
directors and executive officers, including their ownership
of SomaLogic securities, is set forth in the joint proxy
statement/prospectus, SomaLogic’s proxy statement for its 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, June 9, 2023, October 4,
2023 and December 12, 2023, and SomaLogic’s other filings with
the SEC. Investors may obtain more detailed information
regarding the direct and indirect interests of Standard
BioTools and its respective executive officers and directors
in the merger, which may be different than those of Standard
BioTools’ stockholders generally, by reading the definitive proxy
statements regarding the merger, which have been filed with
the SEC. These documents are available free of charge at the
SEC’s website at www.sec.gov,
at http://investors.standardbio.com or by contacting
Standard BioTools’ Investor Relations department
at investors@standardbio.com or
at https://investors.somalogic.com or by contacting
SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This press release and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are based upon current plans, estimates
and expectations of the management of Standard
BioTools and SomaLogic that are subject to various
risks and uncertainties that could cause actual results to differ
materially from such statements, many of which are beyond the
control of Standard BioTools and SomaLogic. 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; 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 SEC on November 7, 2023, on its most recent
annual report on Form 10-K filed with
the SEC on March 14, 2023 and in Standard
BioTools’ other filings with the SEC, as well as the “Risk
Factors” section of SomaLogic’s most recent quarterly report on
Form 10-Q filed with the SEC on November 8, 2023, on
its most recent annual report on Form 10-K filed with
the SEC on March 28, 2023 and in SomaLogic’s
other filings with the SEC. The risks and uncertainties
described above and in the SEC filings cited above are
not exclusive and further information concerning Standard
BioTools and SomaLogic and their respective
businesses, including factors that potentially could materially
affect their respective businesses, financial conditions or
operating results, may emerge from time to time. Readers are urged
to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Any such forward-looking statements
represent management’s reasonable estimates and beliefs as of the
date of this press release. While Standard
BioTools and SomaLogic may elect to update such
forward-looking statements at some point in the future, they
disclaim any obligation to do so, other than as may be required by
law, even if subsequent events cause their views to change.
Contacts
Marissa BychGilmartin Group LLCinvestors@somalogic.com
1 Permission to use quotes neither sought nor obtained.
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