SomaLogic urges stockholders to vote for Standard BioTools merger

SomaLogic (SLGC) issued an open letter to stockholders highlighting the value maximizing merger entered into with Standard BioTools (LAB) on October 4, 2023. The Company also filed an investor presentation. The letter read, in part, “On January 4, 2024, we are holding our Special Stockholder Meeting to vote on our proposed merger with Standard BioTools – a merger that we believe is in the best interests of all SomaLogic stockholders. We urge you to vote “FOR” the Merger on SomaLogic’s proxy card for three key reasons: The Merger delivers compelling long-term upside, positions SomaLogic for leadership in the current market and reduces risk. To be clear, this transaction is not a sale. SomaLogic stockholders will own 57% of the combined company following close, ensuring that SomaLogic stockholders will capture the majority of the value that will be created by a leading, well-capitalized and strongly managed provider of differentiated multi-omics tools…The Merger is the result of a comprehensive review of strategic alternatives to maximize value, driven by an independent Board. With support from independent legal and financial advisors, the Board proactively initiated a comprehensive review of strategic options over a period of months, including consideration of remaining a standalone company. We engaged with 16 parties to solicit potential interest in a transaction, but none expressed any actionable indication of interest and only one, other than Standard BioTools, entered into an NDA. This process was publicly announced in March of 2023, providing ample opportunity for any potential partner to emerge. At all times weighing the pros and cons of SomaLogic as a standalone business, our Board negotiated the Standard BioTools proposal extensively, achieving a 30% premium1 and other key benefits for our stockholders…The Merger is in the best interest of stockholders. When the Board commenced its strategic review, SomaLogic was at an inflection point. Our business is a rapidly growing and exciting one – focused on the proteomics market where we see tremendous future potential. However, the path to this future involves significant execution risk and operational challenges that we must navigate. To address these challenges, the Board proactively initiated a process to review value-maximizing paths for the benefit of all stockholders. To be clear, remaining independent was always an option – and was one that the Board was fully prepared to pursue absent a more attractive alternative. The Merger is exactly that: a more attractive alternative that retains our stockholders’ exposure to our highly attractive technology and future potential through a continuing majority interest, while also creating new opportunities for value creation. A small group of stockholders, who have worked together in the past, are now advocating against the Merger. It is hard to decipher the specific motivation or agenda of the group. However, it is obvious that many of their concerns are misplaced and rely on factually incorrect or deliberately misleading data…We urge you to consider what is at stake: the Standard transaction will secure for the SomaLogic stockholders significant long-term value through a majority ownership position in a combined company with increased scale, a diverse product mix, synergies and an experienced Board and management team with a proven track record of delivering results.”