SomaLogic (SLGC) Stockholders Voted to Approve Standard BioTools Transaction at Special Meeting
Key Summary: Madryn Asset Management (4.2%) opposes the SomaLogic-Standard BioTools merger, soliciting "AGAINST" votes. At the special meeting, shareholders approved the merger with Standard BioTools IncMarket Cap: $462 million | SomaLogic, Inc. operates as a protein biomarker discovery and clinical diagnostics company in the United States.
Background
On December 12, 2023, Madryn Asset Management (4.2%) sent a letter to the shareholders regarding the proposed merger of SomaLogic with Standard BioTools Inc. In the letter, Madryn expresses its belief that the proposed merger is not in the best interests of the company's stockholders and solicits proxies from stockholders to vote "AGAINST" the merger at the upcoming Special Meeting scheduled for January 4, 2024. Source
On December 18, 2023, Madryn Asset Management issued an investor presentation titled “The Case for Voting AGAINST the SLGC-LAB Proposed Merger”
On December 18, 2023, Madryn Asset Management launched a website, www.NoSomaLogicMerger.com, to communicate with the stockholders of the company. Source
On December 22, 2023, ISS recommended that stockholders vote “FOR” the pending merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024. Source
On December 26, 2023, Madryn Asset Management issued a press release opposing the SomaLogic-Standard BioTools merger due to concerns about inadequate disclosures, potential conflicts of interest, and inaccurate information in an ISS report. It called for an "AGAINST" vote by shareholders. Madryn Asset Management requested ISS to change its merger recommendation, citing inaccuracies, undervaluation, governance issues, and shareholder opposition. Madryn Asset Management revealed SomaLogic's failure to engage with Labcorp before the merger recommendation and called for a delay in the shareholder meeting. Source
On December 29, 2023, Glass Lewis recommended that stockholders vote “FOR” the pending merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024
On December 29, 2023, Madryn Asset Management issued a press release expressing strong opposition to the proposed merger between SomaLogic and Standard BioTools Inc. Madryn highlighted increasing public shareholder opposition to the merger, with four SomaLogic shareholders openly stating their intention to vote against it. They called the merger undervalued, criticized the process, and urged shareholders to vote against it.
On January 2, 2024, Madryn Asset Management submitted a letter to the Delaware Court of Chancery that it requested a postponement of the stockholder vote on the proposed stock-for-stock merger with Standard BioTools Inc. due to the lack of public access to filings related to a preliminary injunction motion. The vote was scheduled for January 4, 2024, but key documents were under seal and set to be unsealed after the vote. Madryn expressed concerns about the lack of transparency. They argued that stockholders needed access to all relevant information before voting on the transaction and urged the court to postpone the vote until after January 9, 2024, when the sealed filings would become public.
On January 4, 2024, Madryn Asset Management commented on the adjournments of the Special Meeting related to the proposed merger with Standard BioTools Inc. They also urge the Board to consider alternative options and express readiness for productive discussions.
Update
At the special meeting held on January 4, 2024, shareholders approved the merger with Standard BioTools Inc. Source