SomaLogic shareholder comments on disclosures related to Standard BioTools deal

Madryn Asset Management, a holder of approximately 4.2% of the outstanding common stock of SomaLogic (SLGC), commented on the additional disclosures provided late yesterday afternoon by SomaLogic related to its proposed merger with Standard BioTools (LAB). Madryn issued the following statement: “SomaLogic’s additional disclosures-which were only made after the Company had been sued by two separate shareholders-provide significant reasons for shareholders to be skeptical of the Proposed Merger. In our view, these disclosures demonstrate that the Company has not made adequate disclosures throughout the process, and we question whether there may be additional pertinent information which has not yet been disclosed to shareholders, who are being asked to evaluate the Proposed Merger on an abbreviated timeline. The Company now notes that its Board of Directors (the “SomaLogic Board”) “was aware of the business relationships between members of the SomaLogic Board, Casdin Capital(, LLC (“Casdin Capital”)) and Eli Casdin, which the SomaLogic Board did not consider to represent a conflict of interest with respect to the (Proposed) Merger…” These “business relationships”-which we believe clearly represent a conflict of interest and should have been disclosed earlier-include the following information about the interconnections among members of the SomaLogic Board’s Transaction Committee and Casdin Capital: “Troy Cox … currently serves as a member of the board of LetsGetChecked, a virtual care company in which Casdin Capital is an investor and on whose board of directors Mr. Casdin serves; and … had previously made a $1,000,000 investment in Casdin Capital…” Does Mr. Cox have exposure to Standard BioTools through his investment in Casdin Capital? “Tycho Peterson … is the Chief Financial Officer of Adaptive Biotechnologies, a publicly traded company in which Casdin Capital invested following the execution of the Merger Agreement, and owned approximately 1.0% of the outstanding shares as of November 14, 2023 … ” “Jason Ryan, the Chairman of the SomaLogic Board … serves as Executive Chairman of GeneDx Holdings Corp., a publicly traded company in which Casdin Capital is a significant stockholder … and on whose board of directors (and compensation committee of the board of directors) Mr. Casdin serves. In addition. Mr. Ryan (i) serves as a member of the board of directors of Singular Genomics, in which Casdin Capital is an investor…” Mr. Ryan earned $3.2 million for serving as executive chairman of GeneDx; Mr. Casdin serves on the board committee that determines the compensation levels that Mr. Ryan has received and will receive going forward-we believe that is a blatant ongoing conflict. “Tom Carey … is the founder of Perspective Group, an executive search firm that operates within the life sciences industry from which Mr. Carey has retired, which has performed work for clients in which Casdin Capital is or was an investor…” Additionally, the Company has added further disclosure concerning the special economic rights afforded to the holders of Standard BioTools’ Series B Preferred Stock, which we have noted as a problematic aspect of the Proposed Merger: “(T)he Series B Preferred Stock will have a senior liquidation preference to the combined company’s common stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and will retain the right to require redemption of the Series B-1 Preferred Stock and Series B-2 Preferred Stock, respectively, in the event of a “Change of Control” as defined in the Certificates of Designations of the Series B Preferred Stock, which could have an adverse effect on the value of the combined company’s common stock in certain sale transactions at valuations that are less than the conversion price of the Series B Preferred Stock.” Taken as a whole, we believe these additional facts are highly concerning, and SomaLogic shareholders should recognize that the governance practices in relation to this process appear to be incredibly poor, to say the least. The fact that these disclosures were made only two weeks ahead of the planned vote compounds the ongoing governance failures present at the Company. We believe it is completely inappropriate for SomaLogic to expect shareholders to be able to cast fully informed votes on the Proposed Merger so soon after such troubling information was made public during the holiday season and with little time until the shareholder vote. We continue to urge SomaLogic shareholders to vote “AGAINST” the Proposed Merger.”