Madryn Asset Management Releases Evidence That SomaLogic Ran a Flawed and Incomplete Review of Alternatives

Correspondence Show SomaLogic Failed to Engage with Labcorp – One of the Industry’s Leading Strategics, with a $19 Billion Market Cap – Prior to Pursuing Standard BioTools Deal

Madryn Will Continue to Identify Other Strategic Acquirers with Whom the Transaction Committee of SomaLogic Failed to Engage

Calls for a Delay of the January 4^th Shareholder Meeting Due to Sale Process that Cannot be Trusted to Maximize Value

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), today disclosed that the Transaction Committee of the Company’s Board of Directors (the “Transaction Committee”) did not pursue a substantive dialogue with Laboratory Corporation of America Holdings (“Labcorp”) (NYSE: LH) – one of the industry’s most logical strategics, with a $19 billion market capitalization – before recommending shareholders vote for the proposed merger (the “Proposed Merger”) with Standard BioTools Inc. (“Standard BioTools”) (Nasdaq: LAB). Subsequent to the revelation of this seemingly indefensible oversight on December 24, 2023, Madryn sought and obtained approval from Labcorp’s Chief Executive Officer to introduce him to SomaLogic’s management team and Transaction Committee (see correspondence and other materials at www.NoSomaLogicMerger.com).

Madryn believes this new information proves that the review of strategic alternatives overseen by SomaLogic’s Transaction Committee and its advisors, including investment bank Perella Weinberg Partners, was a flawed and incomplete process that aimed to prioritize the interests of conflicted insiders, such as hedge fund manager Eli Casdin (who is at the same time a director and shareholder of SomaLogic and a director, shareholder and preferred shareholder of Standard BioTools) and members of the Transaction Committee with strong economic and other ties to Mr. Casdin. Moreover, Madryn contends that this new information about the incomplete sales process obliges all shareholders and proxy advisory firms to reassess the credibility of SomaLogic’s claims and disclosures pertaining to the Proposed Merger.

SomaLogic’s directors, who will be responsible for any transaction consummated for an improper purpose, should immediately engage with Madryn about our proposed path forward. We demand, at the very least, a delay in seeking shareholder approval for the Proposed Merger in order for SomaLogic to explore a thorough engagement on alternatives with Labcorp and other strategic counterparties overlooked and/or ignored by the Transaction Committee. In the meantime, Madryn is conducting its own investigation to identify who else the Transaction Committee failed to substantively engage with during its review of alternatives.

Please visit www.NoSomaLogicMerger.com to review correspondence and information referenced in this press release.

***

Madryn Urges SomaLogic Shareholders to Vote “AGAINST” the Proposed Merger

Voting “AGAINST” the Proposed Merger Will Protect the Value of Your Investment and Will Position SomaLogic to Pursue Vastly Superior Alternatives

Visit www.NoSomaLogicMerger.com for Additional Information

***

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, when available, 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/20231226386979/en/