SomaLogic shareholder says company ran ‘incomplete’ review of alternatives

Madryn Asset Management, a holder of approximately 4.2% of the outstanding common stock of SomaLogic (SLGC), disclosed that the transaction committee of the company’s board of directors did not pursue a substantive dialogue with Labcorp (LH) before recommending shareholders vote for the proposed merger with Standard BioTools (LAB). Madryn said, “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.”