Dr. Larry Gold and Dr. Jason Cleveland, key figures at SomaLogic, express opposition to the company’s merger with Standard BioTools. Their letter to stockholders highlights concerns over the merger’s rationale and potential conflict of interest involving a common equity holder. They filed a lawsuit alleging breaches of fiduciary duties, citing conflicts and an unfair process. Their stance, mirrored by other stockholders and public campaigns, emphasizes voting against the merger.
Dr. Larry Gold, the founder of SomaLogic, Inc. (“SomaLogic” or the “Company”) (Nasdaq: SLGC) and Dr. Jason Cleveland, SomaLogic’s current Chief Technology Officer, are issuing the below letter to SomaLogic’s stockholders regarding their opposition to the Company’s proposed merger with Standard BioTools, Inc. (“Standard”) (Nasdaq: LAB).
Dear Fellow Stockholders:
We are writing as concerned stockholders of SomaLogic, Inc. (“SomaLogic” or the “Company”). Both of us have longstanding relationships with the Company. Larry founded SomaLogic in 2000 and continues to be a significant stockholder. Jason has been involved with the Company since 2016 and has served as Chief Technology Officer since 2021.
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Both of us have great faith in SomaLogic’s potential. Both of us also have serious concerns about the proposed stock-for-stock combination between the Company and Standard BioTools Inc. (“Standard”) that was announced on October 4, 2023 (the “Proposed Combination”) and is currently scheduled to be voted on at a stockholder meeting on January 4, 2024. In particular, we believe the Proposed Combination is lacking in clear business rationale and shows signs of having been undertaken at the direction and for the benefit of Eli Casdin, who is a significant equityholder in both SomaLogic and Standard, and a member of the boards of directors of both companies.
Based on these concerns, on December 13, 2023 we filed a class action lawsuit in Delaware Chancery Court against Eli Casdin, Casdin Capital, LLC (“Casdin Capital”), members of the boards of directors of SomaLogic and Standard (the “Stockholder Complaint”). The Stockholder Complaint asserts that the defendants breached their fiduciary duties of loyalty and care and approved a merger process that was rife with conflicts, transacted at an unfair price, and undertaken for the benefit of Mr. Casdin and his affiliates and to the detriment of SomaLogic stockholders.
Independent from the Stockholder Complaint, a number of other SomaLogic stockholders have made public statements in opposition to the Proposed Combination, including a full-fledged proxy solicitation by Madryn Asset Management, LP. Together these public campaigns and the Stockholder Complaint have raised a variety of arguments against the Proposed Combination. We will not rehash all of these arguments here. Instead, the purpose of this letter is to reiterate that both of us plan to vote AGAINST the Proposed Combination and to iterate our fundamental reasons for this position.
Source: Bio Space