SLGC - SomaLogic Issues Statement Correcting Madryn Asset Management's Misleading Disclosure | Benzinga

SomaLogic Publishes Key Correspondence from LabCorp CEO Omitted by Madryn in its Attempt to Undermine Confidence in SomaLogic's Thorough Strategic Process

Reiterates Value-Maximizing Transaction with Standard BioTools is in Best Interests of All Stockholders

BOULDER, Colo., Dec. 26, 2023 /PRNewswire/ -- SomaLogic, Inc. (NASDAQ:SLGC), a leader in proteomics technology, today issued the following statement in response to a press release issued by Madryn Asset Management, LP ("Madryn") on December 26, 2023, regarding the pending merger with Standard BioTools (NASDAQ:LAB):

On Christmas Eve (December 24, 2023), Madryn resorted to manufacturing rumors of a third party's interest in SomaLogic as its latest attempt to stand in the way of a Board-approved transaction. Madryn is using desperate tactics and misleading information in a last-ditch effort to undermine confidence in SomaLogic's thorough strategic process and interfere with the resulting value-maximizing transaction between SomaLogic and Standard BioTools.

Madryn did not publish the response email from Adam Schechter, Chairman and CEO of LabCorp (NYSE:LH), which makes clear there is no substance to Madryn's claims. Since the announcement of its pending merger with Standard BioTools, SomaLogic has not received any indication of interest or proposal from LabCorp or any other party with respect to a potential alternative transaction. The correspondence that occurred on Christmas Eve between Avinash Amin, Managing Director at Madryn, Adam Taich, SomaLogic's Interim CEO, and Mr. Schechter and Garheng Kong, Lead Independent Director of LabCorp is laid out below.

• • At 9:53 a.m. ET on Christmas Eve, Mr. Amin sent an email to Mr. Taich, copying Messrs. Schechter and Kong, claiming that LabCorp was "interested in exploring strategic opportunities with SomaLogic."
    
    
  • Following Mr. Amin's email, SomaLogic did not receive correspondence in response from LabCorp.
    
    
  • At 5:43 p.m. ET that same day, Mr. Taich responded to Mr. Amin's email seeking confirmation from LabCorp that Mr. Amin and Madryn were authorized to speak on behalf of LabCorp. Mr. Taich also referred to the merger agreement between SomaLogic and Standard BioTools, which includes the terms and conditions governing engagement between SomaLogic and potential third parties like LabCorp.

• • Madryn omitted a key item from its disclosure: within 10 minutes of receiving Mr. Taich's email response requesting clarification, Mr. Schechter sent the following message to Messrs. Taich, Amin and Kong, which reflects the entire contents of the email:
    
    "Avi and Madryn Capital Management are not in any way authorized to speak on LabCorp's behalf. I wish you all of the best. Happy holidays."

• • Mr. Amin separately replied to confirm that he was not authorized to speak for LabCorp.
    
    
  • There has been no outreach or correspondence from LabCorp after it immediately notified SomaLogic that Mr. Amin was not speaking on LabCorp's behalf and wishing the SomaLogic Board and Management team "all of the best." As is customary, the parameters of engagement with potential third parties, like LabCorp, are prescribed under the terms of the merger agreement.

The fact that Madryn is leaving out key details and that its claims lack substance is another self-serving attempt to stop a value-maximizing outcome for SomaLogic stockholders. The transaction with Standard BioTools is the result of a thorough, independent and deliberative Board process. SomaLogic publicly announced the initiation of its strategic review process in March 2023, which has provided ample opportunity over the last ten months for any potential strategic or financial partner to emerge. Throughout this process, the SomaLogic Board 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. Any interested party, particularly a large, sophisticated publicly traded company like LabCorp, had every opportunity to reach out directly to SomaLogic (rather than through Madryn) at any point in this public process beginning March 2023 and certainly prior to Christmas Eve, and certainly had the ability to be advised by its counsel as to the rules set forth in the merger agreement for any discussions or proposal. These merger agreement provisions are highly customary for a strategic transaction involving a publicly traded company, and do not permit solicitation of proposals by SomaLogic.

Notably, Institutional Shareholder Services ("ISS"), a leading independent proxy advisory firm, commented in its recommendation that SomaLogic stockholders vote "FOR" the merger that "…hopes of a potential buyer emerging in the medium term seem misplaced: SLGC has arguably been in play since March, when its CEO departed, leaving the company under interim management and a depressed share price, and the company publicly announced [SomaLogic] was pursuing strategic options. Despite these factors, and the possibility that the Olink deal may have subsequently increased interest in proteomics assets, no competing bidders have emerged, even though the board retains the ability to consider superior offers."[1] 

The SomaLogic Board remains committed to acting in the best interests of all SomaLogic stockholders, and believes that the value-maximizing transaction with Standard BioTools is the best path forward for the Company and its stockholders. Madryn's criticisms of the transaction are without merit and continue to reflect their own self-interest. SomaLogic urges all stockholders to protect the value of their investment by voting "FOR" the transaction with Standard BioTools on the SomaLogic proxy card today. SomaLogic stockholders are advised to discard any green proxy cards they receive from Madryn.

¹ Permission to use quotes neither sought nor obtained.

The response omitted by Madryn from Mr. Schechter is inserted below:

From: Schechter, Adam <[]>
Sent: Sunday, December 24, 2023 5:52 PM

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