Madryn Asset Management Demands SomaLogic’s Board Address Repeated, Unprecedented Adjournments of Tainted Special Meeting
- None.
- The PR does not provide specific financial or market data to support the claims made by Madryn Asset Management. The negative impact on the company's stock performance or financials is not clearly outlined in the PR.
Insights
From a legal standpoint, the actions of SomaLogic's Board of Directors, as described, raise significant concerns regarding corporate governance and shareholder rights. Multiple adjournments of a Special Meeting, particularly in the context of a proposed merger, could be indicative of attempts to manipulate the voting process, which is a serious issue. If these adjournments were indeed used to conduct what is being termed as a 'covert vote-flipping campaign', this could potentially breach fiduciary duties and violate securities laws designed to protect shareholder interests.
Furthermore, the lack of transparency in communicating the reasons for the adjournments to shareholders could compound the issue, leading to a deterioration of trust between the company's management and its investors. Shareholders might view this as an attempt to undermine the democratic process inherent in corporate decision-making. If legal action is pursued, the discovery process could reveal whether any improper actions were taken by the Board, which could have significant repercussions for the company's reputation and financial standing.
It is important to note that litigation and potential regulatory scrutiny could result in financial penalties, reputational damage and could impact the final outcome of the merger process. Shareholders and potential investors should closely monitor the situation, as the implications of these actions could influence the company's future governance practices and its valuation in the market.
From a financial perspective, the controversy surrounding the Board's handling of the Special Meeting could have immediate and long-term implications for SomaLogic's stock performance and market perception. The uncertainty generated by the potential governance issues could lead to volatility in the company's stock price as investors reassess the risks associated with the proposed merger and the company's management practices.
Investors typically favor stability and predictability, particularly in the context of mergers and acquisitions. The alleged governance failures and the subsequent legal challenges could deter investors, leading to a possible decline in share value. Furthermore, if the merger is seen as unfavorable by a significant portion of the shareholder base, this could also affect the perceived benefits of the transaction, potentially leading to a reevaluation of the merger terms or a complete withdrawal of the offer.
In the event of a protracted legal battle, the company could face substantial legal costs and diversion of management resources, which could negatively impact its financial results and strategic initiatives. Stakeholders should consider the potential costs associated with governance disputes when evaluating their investment in SomaLogic.
Examining the situation from a corporate governance perspective, the alleged actions of SomaLogic's Board suggest a departure from best practices in board conduct and shareholder engagement. Effective governance is predicated on transparency, accountability and fairness, especially during critical events such as mergers. The repeated adjournments and lack of clear communication could be interpreted as a failure to uphold these principles.
The perception of governance shortcomings could have a chilling effect on investor confidence, not only in SomaLogic but potentially setting a concerning precedent in the broader corporate community. It is essential for boards to adhere to high standards of conduct to maintain shareholder trust and ensure the integrity of corporate voting processes.
Shareholders may demand changes to the board composition or governance policies to prevent similar issues in the future. The long-term impact of such disputes can lead to reform in corporate governance practices within the company and serve as a case study for other corporations in maintaining rigorous standards of shareholder relations and decision-making processes.
Believes All SomaLogic Directors – Robert Barchi, Thomas Carey, Eli Casdin, Troy Cox, Kathy Hibbs, Anne Margulies, Tycho Peterson, Richard Post and Jason Ryan – Have Betrayed Shareholders by Delaying the Special Meeting Five Times so the Board Could Initiate a Covert Vote-Flipping Campaign
Encourages Shareholders to Take Note of the Board’s Governance Failures and Blatant Abuse of Shareholder Democracy
Notes Madryn Has Sent a Litigation Hold to the SomaLogic Board as the Firm Evaluates Legal Options
Urges Shareholders Interested in Changing Their Vote and/or Opposing the Merger to Contact Madryn or the Firm’s Proxy Solicitor
Madryn calls on SomaLogic to finally hold the Special Meeting after hours of delay.
Madryn directly asked the Company the following questions in the submission box within the virtual Shareholder Meeting and via email:
-
Why has SomaLogic adjourned the Special Meeting multiple times?
-
What is the basis for the adjournments, what communications have been happening with shareholders during these delays and when will SomaLogic be making all such communications public?
- Why is it not a disenfranchisement to keep shareholders waiting all day for the polls to open and the Special Meeting to take place?
No answers were provided. If the aforementioned directors are treating shareholders so poorly on such a critical day, what else have they been hiding or distorting in the period leading up to this vote? Madryn believes it is clear that this Board of Directors is not treating shareholders equitably and has opened itself up to liability. In Madryn's view, any party considering giving their vote to SomaLogic should immediately reconsider.
***
MADRYN URGES SOMALOGIC SHAREHOLDERS TO HOLD FIRM AND OPPOSE THE TRANSACTION
IF YOU HAVE QUESTIONS ABOUT CHANGING YOUR VOTE, CONTACT MADRYN OR OUR FIRM’S PROXY SOLICITOR
***
About Madryn Asset Management
Madryn Asset Management is a leading alternative asset management firm that invests in innovative healthcare companies specializing in unique and transformative products, technologies and services. The firm draws on its extensive and diverse experience spanning the investment management and healthcare industries and employs an independent research process based on original insights to target attractive economic opportunities that deliver strong risk-adjusted and absolute returns for its limited partners while creating long-term value in support of its portfolio companies.
IMPORTANT ADDITIONAL INFORMATION
Madryn Asset Management, LP, Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, Madryn Health Advisors, LP, Madryn Health Advisors GP, LLC, Madryn Select Opportunities, LP, Madryn Select Advisors, LP, Madryn Select Advisors GP, LLC and Avinash Amin (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of SomaLogic in connection with the special meeting of stockholders (the “Special Meeting”). On December 18, 2023, the Participants filed with the
Disclaimer
This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release are for general information only, and are not intended to provide investment advice. All statements contained in this release that are not clearly historical in nature or that necessarily depend on future events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this presentation in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Madryn disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240104392435/en/
Saratoga Proxy Consulting
John Ferguson / Joseph Mills, 212-257-1311
info@saratogaproxy.com
Longacre Square Partners
Greg Marose / Joe Germani, 646-386-0091
Madryn@LongacreSquare.com
Source: Madryn Asset Management, LP
FAQ
Why is Madryn Asset Management demanding answers from SomaLogic, Inc. (Nasdaq: SLGC)?
What is Madryn's stance on the actions of the SomaLogic Board of Directors?
What legal action has Madryn taken against SomaLogic?
What is Madryn's advice to SomaLogic shareholders?
