Proxy Advisory Firm Egan-Jones Recommends SomaLogic Shareholders Vote Against Proposed Merger with Standard BioTools

By: Madryn Asset Management, LP via Business Wire

January 03, 2024 at 08:00 AM EST

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 announced that Egan-Jones Proxy Services (“Egan-Jones”), an independent proxy advisory firm, has recommended shareholders vote AGAINST the proposed merger (the “Proposed Merger” or “Transaction”) with Standard BioTools Inc. (“Standard BioTools”) (Nasdaq: LAB) at the Company’s Special Meeting of Shareholders (the “Special Meeting”) on January 4, 2024.

In its report, Egan-Jones noted:¹

“Egan-Jones views the proposed transaction to be untimely and inadvisable in terms of maximizing shareholder value.”

“We believe that the proposed merger agreement was a result of an insufficient search process due to the presence of conflict[s] of interests, which we view as detrimental to the assessment of the true value of the Company.”

“Assuming that the merger will be consummated, Eli Casdin and Casdin Capital, LLC (“Casdin Capital”) will retain their valuable Series B Preferred Put-Right in the pro forma combined entity.”

“…Mr. Casdin’s ties with certain members of the Transaction Committee makes the process’ integrity questionable.”

“…the merger significantly undervalues the Company’s worth... We believe that there is a crucial discount to the premium and to the Company’s value as well.”

“…SomaLogic is better off as a stand-alone company, in the absence of a significantly higher offer.”

Avinash Amin, Managing Partner of Madryn Asset Management, stated:

“Egan-Jones clearly recognizes that the Proposed Merger is inherently flawed and not in the best interests of SomaLogic or its shareholders. We are pleased that Egan-Jones has joined the chorus of shareholders who have publicly opposed the Transaction due to its numerous failings, including an inadequate process, poor governance and blatant undervaluation of SomaLogic. We urge our fellow shareholders to follow Egan-Jones’ independent recommendation and vote against this Transaction.”

***

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 Additional Information

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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”). 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. The definitive proxy statement and accompanying GREEN Proxy Card are first being disseminated to stockholders on December 22, 2023. 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, beginning December 22, 2023, 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.

¹ Permission to quote Egan Jones was neither sought nor obtained. Emphases added.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240103270063/en/

Contacts

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

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Proxy Advisory Firm Egan-Jones Recommends SomaLogic Shareholders Vote Against Proposed Merger with Standard BioTools

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