Madryn Asset Management Releases Evidence That SomaLogic Ran a Flawed and Incomplete Review of Alternatives
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Insights
The disclosure by Madryn Asset Management regarding SomaLogic's merger process with Standard BioTools highlights significant concerns about corporate governance and the potential undervaluation of the company's assets. The lack of engagement with Laboratory Corporation of America Holdings, a major player in the industry, raises questions about the thoroughness of the sale process and whether the best interests of shareholders are being served.
From a financial perspective, the decision not to engage with a strategic acquirer like Labcorp, which has a substantial market capitalization, could imply a missed opportunity for SomaLogic shareholders to realize greater value. The involvement of insiders with conflicting interests further complicates the transaction, suggesting the need for greater scrutiny.
Stakeholders should consider the long-term implications of the merger, including potential synergies, market positioning and the strategic direction post-merger. The call for a delay in the shareholder meeting indicates a significant level of dissent and could lead to a reassessment of the merger terms or even the emergence of alternative offers.
The situation described indicates a possible breach of fiduciary duties by SomaLogic's Transaction Committee, which could have legal and reputational repercussions. The involvement of insiders with vested interests in both SomaLogic and Standard BioTools is a red flag for shareholders and market regulators, as it may affect the impartiality of the deal.
Corporate governance best practices demand transparency and the pursuit of maximum shareholder value in any merger or acquisition process. The failure to engage with a significant strategic player such as Labcorp suggests that these practices may not have been fully upheld. The long-term impact of such governance issues can result in a loss of investor confidence and a potential decrease in stock value.
Investors and analysts should monitor the situation closely, considering the potential for changes in the merger agreement or governance structure that could affect the company's future performance and strategic direction.
The revelation by Madryn Asset Management points to a potential lapse in the due diligence process during the Proposed Merger between SomaLogic and Standard BioTools. In mergers and acquisitions, it is crucial to explore all strategic options to ensure that shareholders receive optimal value. The apparent omission to engage with Labcorp, a company with a significant market cap, could have deprived SomaLogic's shareholders of a more favorable deal.
Furthermore, the presence of a common director and shareholder between the two merging entities raises concerns about conflicts of interest and the integrity of the negotiation process. These factors could affect both the short-term and long-term value for shareholders and might lead to regulatory scrutiny.
It is imperative for the Transaction Committee to address these concerns and provide a transparent account of their decision-making process to maintain shareholder trust and market integrity. The outcome of this situation could set a precedent for future transactions within the industry.
Correspondence Show SomaLogic Failed to Engage with Labcorp – One of the Industry’s Leading Strategics, with a
Madryn Will Continue to Identify Other Strategic Acquirers with Whom the Transaction Committee of SomaLogic Failed to Engage
Calls for a Delay of the January 4th Shareholder Meeting Due to Sale Process that Cannot be Trusted to Maximize Value
Madryn believes this new information proves that the review of strategic alternatives overseen by SomaLogic’s Transaction Committee and its advisors, including investment bank Perella Weinberg Partners, was a flawed and incomplete process that aimed to prioritize the interests of conflicted insiders, such as hedge fund manager Eli Casdin (who is at the same time a director and shareholder of SomaLogic and a director, shareholder and preferred shareholder of Standard BioTools) and members of the Transaction Committee with strong economic and other ties to Mr. Casdin. Moreover, Madryn contends that this new information about the incomplete sales process obliges all shareholders and proxy advisory firms to reassess the credibility of SomaLogic’s claims and disclosures pertaining to the Proposed Merger.
SomaLogic’s directors, who will be responsible for any transaction consummated for an improper purpose, should immediately engage with Madryn about our proposed path forward. We demand, at the very least, a delay in seeking shareholder approval for the Proposed Merger in order for SomaLogic to explore a thorough engagement on alternatives with Labcorp and other strategic counterparties overlooked and/or ignored by the Transaction Committee. In the meantime, Madryn is conducting its own investigation to identify who else the Transaction Committee failed to substantively engage with during its review of alternatives.
Please visit www.NoSomaLogicMerger.com to review correspondence and information referenced in this press release.
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Madryn Urges SomaLogic Shareholders to Vote “AGAINST” the Proposed Merger
Voting “AGAINST” the Proposed Merger Will Protect the Value of Your Investment and Will Position SomaLogic to Pursue Vastly Superior Alternatives
Visit www.NoSomaLogicMerger.com for Additional Information
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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.
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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
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