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SLGC - SomaLogic Urges Stockholders to Maximize Value of Their Investment by Voting FOR Pending Merger with Standard BioTools | Benzinga

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Both Recommend SomaLogic Stockholders Vote "FOR" Proposed Merger with Standard BioTools

BOULDER, Colo., Jan. 2, 2024 /PRNewswire/ -- SomaLogic, Inc. (NASDAQ:SLGC) ("the Company"), a leader in proteomics technology, today sent the following open letter to stockholders urging them to vote "FOR" the value maximizing transaction with Standard BioTools.

The full text of the letter is as follows:

Dear Fellow Stockholders,

Our upcoming special meeting of SomaLogic stockholders to vote on the merger with Standard BioTools is fast approaching. The SomaLogic Board believes that voting "FOR" the transaction represents the best opportunity available to maximize the value of your investment in SomaLogic. The transaction is the result of a months-long, thoughtful, fully informed review by our independent Board. Throughout that process, the Board was motivated to address the fundamental question of what is in the best interests of SomaLogic and all its stockholders. 

SomaLogic Board Determined Combination with Standard BioTools was Superior Alternative to SomaLogic's Standalone Plan and Best Path Forward

The choice is clear. We are confident the merger with Standard BioTools is the right path forward – this has been confirmed by both leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis, recommending SomaLogic stockholders vote "FOR" the pending transaction.  

 

Benefits of Combination with Standard BioTools

  • Accelerates path to profitability and value
    creation through:
    • Dramatically increased scale and diversification
    • A robust and more diversified portfolio of life science tools
    • A stronger financial profile and enhanced operating leverage, with over $180 million of pro-forma combined revenue, over $500 million of cash, and only $68 million of debt
    • $80 million in anticipated run-rate cost synergies achieved by 2026
    • A combined Board and leadership team that brings together complementary teams with proven experience
  • SomaLogic stockholders will own 57% of the combined company

"The strategic rationale of combining … in order to slow down cash burn and accelerate the path to profitability appears reasonable, particularly given the apparent overlap in the two companies' offerings and the estimated synergies in this transaction." – ISS1

"Generate[s] meaningful synergies and operating efficiencies… accelerat[ing] the timeline to profitability…" – Glass Lewis1

 

 

SomaLogic Board Conducted 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 the process, the SomaLogic Board focused on identifying strategic options that could maximize value for all SomaLogic stockholders, including an in-depth consideration of remaining a standalone company
  • Broad outreach included direct contact with 16 parties; only one party other than Standard BioTools entered into an NDA; extensive negotiations between the companies ensued
  • The Board conducted an independent review. An independent board member, who also has an investment in Standard BioTools, was recused from all discussions regarding the potential transaction with Standard BioTools

"Board members … seemed appropriately qualified and thoughtful about all available alternatives." – ISS1

"Fairly thorough strategic review process…" – Glass Lewis1

 

 

"The proposed transaction would reduce execution risks for SomaLogic shareholders and the all-stock nature of the proposed consideration would provide SomaLogic shareholders with a majority ownership stake in the combined company, allowing them to participate in the potential upside of the combined company." – Glass Lewis1

 

Madryn is Pursuing a Campaign that is Advancing its Own Agenda at the Expense of Other Stockholders; Stockholders Should Not Let Madryn's Misleading Claims Influence Their Votes

The future of SomaLogic and the future of your investment is at stake. Madryn Asset Management ("Madryn") has issued misleading public commentary regarding the merger. This opposition is neither rooted in a desire to pursue the best path forward for the business nor to maximize value for all stockholders – rather, they are waging a campaign to prioritize their own interests at the expense of other SomaLogic stockholders. The Board carefully evaluated all of its alternatives – this has been confirmed by the two leading proxy advisory firms ISS and Glass Lewis – and remains firm in its belief that this transaction represents the best opportunity to accelerate the combined company's path to profitability ...

Full story available on Benzinga.com

Stock Information

Company Name: SomaLogic Inc.
Stock Symbol: SLGC
Market: NASDAQ

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