UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 26, 2023
SomaLogic, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40090 |
|
85-4298912 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 2945 Wilderness Place, Boulder, Colorado |
|
80301 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (303) 625-9000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered
|
| Common
Stock, par value $0.0001 per share |
SLGC |
The NASDAQ Stock Market LLC |
| Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share |
SLGCW |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On December 26, 2023, SomaLogic,
Inc., a Delaware corporation (“SomaLogic”), issued a press release, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Additional Information and Where to Find It
As previously disclosed, on
October 4, 2023, SomaLogic, Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), and Martis Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), entered into an Agreement
and Plan of Merger, pursuant to which, among other matters, Merger Sub will merge with and into SomaLogic (the
“Merger”), with SomaLogic surviving the Merger as a wholly owned subsidiary of Standard BioTools. In connection with the
Merger and required stockholder approval, Standard BioTools filed with the Form S-4, which was declared effective by the Securities
and Exchange Commission (the “SEC”) on December 1, 2023. The Form S-4 includes a definitive joint proxy statement of
Standard BioTools and SomaLogic and also constitutes a final prospectus of Standard BioTools. The definitive joint proxy statement
was mailed or otherwise made available to stockholders of Standard BioTools and SomaLogic on or about December 4, 2023. Standard
BioTools’ and SomaLogic’s stockholders are urged to carefully read the joint proxy statement/prospectus (including all
amendments, supplements and any documents incorporated by reference therein) and other relevant materials filed or to be filed with
the SEC and in their entirety because they contain important information about the Merger and the parties to the Merger. Investors
and stockholders may obtain free copies of these documents and other documents filed with the SEC at its website at
http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Standard BioTools at
http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at investors@standardbio.com
or at https://investors.somalogic.com or by contacting SomaLogic Investor Relations at investors@somalogic.com.
Participants in the Solicitation
Standard BioTools, SomaLogic and each of their respective executive
officers and directors may be deemed to be participants in the solicitation of proxies from SomaLogic’s stockholders with respect
to the Merger. Information about Standard BioTools’ directors and executive officers, including their ownership of Standard BioTools’
securities, is set forth in the joint proxy statement/prospectus, Standard BioTools’ proxy statement for its 2023 Annual Meeting
of Stockholders, which was filed with the SEC on April 28, 2023, Current Reports on Form 8-K, which were filed with the SEC on May 3,
2023, May 15, 2023, June 16, 2023 and July 28, 2023, and Standard BioTools’ other filings with the SEC. Information concerning SomaLogic’s
directors and executive officers, including their ownership of SomaLogic securities, is set forth in the joint proxy statement/prospectus,
SomaLogic’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023, Current
Reports on Form 8-K, which were filed with the SEC on June 6, 2023, as amended on June 14, 2023, June 9, 2023, October 4, 2023 and December
12, 2023, and SomaLogic’s other filings with the SEC. Investors may obtain more detailed information regarding the direct and indirect
interests of Standard BioTools and its respective executive officers and directors in the Merger, which may be different than those of
Standard BioTools’ stockholders generally, by reading the definitive proxy statements regarding the Merger, which have been filed
with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, at http://investors.standardbio.com
or by contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com
or by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This
Current Report on Form 8-K and the information contained herein shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report
on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based upon current plans, estimates and expectations of the management of Standard BioTools and SomaLogic
that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements, many
of which are beyond the control of Standard BioTools and SomaLogic. All statements other than statements of historical fact
(including statements containing the words “believes,” “plans,” “anticipates,”
“expects,” “estimates” and similar expressions) are statements that could be deemed forward-looking
statements, although not all forward- looking statements contain these identifying words. Readers should not place undue reliance on
these forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing of
the Merger; the ability of the parties to complete the Merger considering the various closing conditions; and any assumptions
underlying any of the foregoing. Statements regarding future events are based on the parties’ current expectations and are
necessarily subject to associated risks related to, among other things, (i) the risk that the Merger may not be completed in a
timely manner or at all, which may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their
respective securities; (ii) uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy
the conditions to the consummation of the Merger, including obtaining stockholder and regulatory approvals; (iii) the Merger may
involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the Merger on the
ability of Standard BioTools or SomaLogic to retain and hire key personnel and maintain relationships with customers, suppliers and
others with whom Standard BioTools or SomaLogic does business, or on Standard BioTools’ or SomaLogic’s operating results
and business generally; (v) Standard BioTools’ or SomaLogic’s respective businesses may suffer as a result of
uncertainty surrounding the Merger and disruption of management’s attention due to the Merger; (vi) the outcome of any legal
proceedings related to the Merger or otherwise, or the impact of the Merger thereupon; (vii) Standard BioTools or SomaLogic may be
adversely affected by other economic, business and/or competitive factors, (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger agreement and the Merger; (ix) restrictions during the pendency
of the Merger that may impact Standard BioTools’ or SomaLogic’s ability to pursue certain business opportunities or
strategic transactions; (x) the risk that Standard BioTools or SomaLogic may be unable to obtain governmental and regulatory
approvals required for the Merger, or that required governmental and regulatory approvals may delay the consummation of the Merger
or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon
the Merger; (xi) risks that the anticipated benefits of the Merger or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and
technological changes; (xiii) risks relating to the value of the Standard BioTools shares to be issued in the Merger; (xiv) the risk
that post-closing integration of the Merger may not occur as anticipated or the combined company may not be able to achieve the
benefits expected from the Merger, as well as the risk of potential delays, challenges and expenses associated with integrating the
combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations, as well as
fluctuations in the market price of Standard BioTools’ and SomaLogic’s traded securities; (xvi) the lingering effects of
the COVID-19 pandemic on Standard BioTools’ and SomaLogic’s industry and individual companies, including on
counterparties, the supply chain, the execution of research and development programs, access to financing and the allocation of
government resources; (xvii) the ability of Standard BioTools or SomaLogic to protect and enforce intellectual property rights; and
(xviii) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as Standard BioTools’ and SomaLogic’s response to any of the aforementioned factors.
Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For
information regarding other related risks, see the “Risk Factors” section of Standard BioTools’ most recent
quarterly report on Form 10-Q filed with the SEC on November 7, 2023, on its most recent annual report on Form 10-K filed with the
SEC on March 14, 2023 and in Standard BioTools’ other filings with the SEC, as well as the “Risk Factors” section
of SomaLogic’s most recent quarterly report on Form 10-Q filed with the SEC on November 8, 2023, on its most recent annual
report on Form 10-K filed with the SEC on March 28, 2023 and in SomaLogic’s other filings with the SEC. The risks and
uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Standard
BioTools and SomaLogic and their respective businesses, including factors that potentially could materially affect their respective
businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Any
such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Current Report
on Form 8- K. While Standard BioTools and SomaLogic may elect to update such forward-looking statements at some point in the future,
they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause their views to
change.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 26, 2023 |
SOMALOGIC, INC. |
| |
|
|
| |
By: |
/s/ Ruben Gutierrez |
| |
Name: |
Ruben Gutierrez |
| |
Title: |
General Counsel |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SomaLogic Issues Statement Correcting Madryn
Asset Management’s Misleading Disclosure
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 – 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 Schecter, 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. Schecter 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. Schecter 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. Schecter 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. Schecter is inserted below:
From:
Schechter, Adam <[]>
Sent: Sunday, December 24, 2023 5:52 PM
To: Adam Taich <[]>
Cc: Avinash Amin <[]>; Garheng Kong <[]>; Troy Cox <[]>; Tom Carey <[]>; Tycho Peterson <[]>; Jason
Ryan <[]>; Ruben Gutierrez <[]>; Ethan Skerry <[]>; van der Vaart, Sandra <[]>
Subject: RE: Introduction of Adam Taich to Adam Schecter, CEO of LabCorp
Hi Adam,
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.
Adam
Adam Schechter
Chairman and CEO of Labcorp
labcorp.com
On
Dec 24, 2023, at 5:43 PM, Adam Taich <[]> wrote:
EXTERNAL:
This email originated from outside of the organization. Do not click any links or open any attachments unless you trust the sender and
know the content is safe.
Dear Avi,
I have copied the members of our board
you emailed today in the interest of providing visibility. Our merger agreement with Standard, which is publicly available, contains
customary terms that provide the rules governing discussions of alternative proposals. These rules prohibit SomaLogic
from soliciting acquisition proposals, or discussing proposals that do not meet the requirements of the merger agreement, and requires
us to notify Standard if we receive any inquiries that could reasonably be expected to lead to an acquisition proposal. Your email
implies that you are speaking on behalf of LabCorp. In order to ensure we are able to comply with our obligations under the merger
agreement, I request that Adam Schecter and / or Garheng Kong confirm that Avi and Madryn Capital Management are authorized to speak
on their and LabCorp’s behalf and, further, clarify their intent in authorizing your email.
Best regards,
Adam
From:
Avinash Amin <[] >
Date: Sunday, December 24, 2023 at 9:53 AM
To: Adam Taich <[]>
Cc: Adam Schechter <[]>, Garheng Kong <[]>
Subject: Introduction of Adam Taich to Adam Schecter, CEO of LabCorp
| |
CAUTION: External Email – use care with links or attachments. |
Adam,
I would like to introduce you to Adam Schecter,
CEO of LabCorp, and Garheng Kong MD, PhD, lead independent director of LabCorp, who are interested in exploring strategic opportunities
with SomaLogic.
As you know we are against the current proposed
merger with Standard Biotools and believe any opportunities with other strategics, including LabCorp, should be thoroughly explored, vetted,
and disclosed to shareholders in advance of any vote on the Standard Biotools merger, which we view to be value destructive and rife with
conflicts, as we have repeatedly stated in public.
Kind regards,
Avi
Avinash Amin, M.D.
Managing Partner
Madryn Asset Management, LP
330 Madison, 33rd Floor
New York, NY 10017
E: []
D: []
M: []
The Company urges all stockholders to vote “FOR” the value
maximizing transaction on the SomaLogic proxy card today. A special meeting of SomaLogic stockholders is scheduled to be held virtually
in connection with the proposed merger on January 4, 2024, at 12 p.m. ET (10:00 a.m. MT / 9:00 a.m. PT).
SomaLogic stockholders who need assistance voting or have questions
regarding the Special Meeting may contact SomaLogic’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200.
The merger remains on track to close in the first quarter of 2024,
subject to approval by SomaLogic and Standard BioTools stockholders and satisfaction of other customary closing conditions.
About SomaLogic
SomaLogic is catalyzing drug research and development and biomarker
identification as a global leader in proteomics technology. With a single 55 microliter plasma or serum sample, SomaLogic can run 11,000
protein measurements, covering more than a third of the approximately 20,000 proteins in the human body. For more than 20 years SomaLogic
has supported pharmaceutical companies, and academic and contract research organizations who rely on the Company’s protein detection
and analysis technologies to fuel drug, disease, and treatment discoveries in such areas as oncology, diabetes, and cardiovascular, liver
and metabolic diseases. Find out more at somalogic.com and follow @somalogic on LinkedIn.
Additional Information and Where to Find It
In connection with the merger and required stockholder approval, Standard
BioTools filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4,
as amended (the “Form S-4”), which was declared effective by the SEC on December 1, 2023. The Form S-4
includes a definitive joint proxy statement of Standard BioTools and SomaLogic and also constitutes a final prospectus
of Standard BioTools. The definitive joint proxy statement was mailed or otherwise made available to stockholders of Standard
BioTools and SomaLogic on or about December 4, 2023. Standard BioTools’ and SomaLogic’s
stockholders are urged to carefully read the joint proxy statement/prospectus (including all amendments, supplements and any documents
incorporated by reference therein) and other relevant materials filed or to be filed with the SEC and in their entirety because
they contain important information about the merger and the parties to the merger. Investors and stockholders may obtain free
copies of these documents and other documents filed with the SEC at its website at http://www.sec.gov. In addition,
investors may obtain free copies of the documents filed with the SEC by Standard BioTools at http://investors.standardbio.com or
contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or
by contacting SomaLogic Investor Relations at investors@somalogic.com.
Participants in the Solicitation
Standard BioTools, SomaLogic and each of their respective
executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard BioTools and
SomaLogic’s stockholders with respect to the merger. Information about Standard BioTools’ directors and executive officers,
including their ownership of Standard BioTools’ securities, is set forth in the joint proxy statement/prospectus, Standard BioTools’
proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023, Current
Reports on Form 8-K, which were filed with the SEC on May 3, 2023, May 15, 2023, June 16,
2023 and July 28, 2023, and Standard BioTools’ other filings with the SEC. Information concerning SomaLogic’s
directors and executive officers, including their ownership of SomaLogic securities, is set forth in the joint proxy statement/prospectus,
SomaLogic’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25,
2023, Current Reports on Form 8-K, which were filed with the SEC on June 6, 2023, as amended on June 14,
2023, June 9, 2023, October 4, 2023 and December 12, 2023, and SomaLogic’s other filings with the SEC.
Investors may obtain more detailed information regarding the direct and indirect interests of Standard BioTools and its respective
executive officers and directors in the merger, which may be different than those of Standard BioTools’ stockholders generally,
by reading the definitive proxy statements regarding the merger, which have been filed with the SEC. These documents are available
free of charge at the SEC’s website at www.sec.gov, at http://investors.standardbio.com or by contacting
Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or
by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This press release and the information contained herein shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and
expectations of the management of Standard BioTools and SomaLogic that are subject to various risks and uncertainties
that could cause actual results to differ materially from such statements, many of which are beyond the control of Standard BioTools and SomaLogic.
All statements other than statements of historical fact (including statements containing the words “believes,” “plans,”
“anticipates,” “expects,” “estimates” and similar expressions) are statements that could be deemed
forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue
reliance on these forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing
of the merger; the ability of the parties to complete the merger considering the various closing conditions; and any assumptions underlying
any of the foregoing. Statements regarding future events are based on the parties’ current expectations and are necessarily subject
to associated risks related to, among other things, (i) the risk that the Merger may not be completed in a timely manner or at all,
which may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their respective securities; (ii) uncertainties
as to the timing of the consummation of the merger and the potential failure to satisfy the conditions to the consummation of the merger,
including obtaining stockholder and regulatory approvals; (iii) the merger may involve unexpected costs, liabilities or delays; (iv) the
effect of the announcement, pendency or completion of the merger on the ability of Standard BioTools or SomaLogic to
retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Standard BioTools or SomaLogic does
business, or on Standard BioTools’ or SomaLogic’s operating results and business generally; (v) Standard BioTools’
or SomaLogic’s respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management’s
attention due to the merger; (vi) the outcome of any legal proceedings related to the merger or otherwise, or the impact of the merger
thereupon; (vii) Standard BioTools or SomaLogic may be adversely affected by other economic, business and/or competitive
factors, (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger
agreement and the merger; (ix) restrictions during the pendency of the merger that may impact Standard BioTools’ or SomaLogic’s
ability to pursue certain business opportunities or strategic transactions; (x) the risk that Standard BioTools or SomaLogic may
be unable to obtain governmental and regulatory approvals required for the merger, or that required governmental and regulatory approvals
may delay the consummation of the merger or result in the imposition of conditions that could reduce the anticipated benefits from the
merger or cause the parties to abandon the merger; (xi) risks that the anticipated benefits of the merger or other commercial opportunities
may otherwise not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic,
competitive and technological changes; (xiii) risks relating to the value of the Standard BioTools shares to be issued
in the merger; (xiv) the risk that post-closing integration of the merger may not occur as anticipated or the combined company may
not be able to achieve the benefits expected from the merger, as well as the risk of potential delays, challenges and expenses associated
with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations,
as well as fluctuations in the market price of Standard BioTools’ and SomaLogic’s traded securities; (xvi) the lingering
effects of the COVID-19 pandemic on Standard BioTools’ and SomaLogic’s industry and individual companies, including on counterparties,
the supply chain, the execution of research and development programs, access to financing and the allocation of government resources;
(xvii) the ability of Standard BioTools or SomaLogic to protect and enforce intellectual property rights; and
(xviii) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as Standard BioTools’ and SomaLogic’s response to any of the aforementioned factors. Therefore,
actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other
related risks, see the “Risk Factors” section of Standard BioTools’ most recent quarterly report on Form 10-Q filed
with the SEC on November 7, 2023, on its most recent annual report on Form 10-K filed with the SEC on March 14,
2023 and in Standard BioTools’ other filings with the SEC, as well as the “Risk Factors” section of SomaLogic’s
most recent quarterly report on Form 10-Q filed with the SEC on November 8, 2023, on its most recent annual report
on Form 10-K filed with the SEC on March 28, 2023 and in SomaLogic’s other filings with the SEC.
The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Standard
BioTools and SomaLogic and their respective businesses, including factors that potentially could materially affect their
respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Any such
forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this press release. While Standard
BioTools and SomaLogic may elect to update such forward-looking statements at some point in the future, they disclaim any
obligation to do so, other than as may be required by law, even if subsequent events cause their views to change.
Contacts
Investors
Marissa Bych
Gilmartin Group LLC
investors@somalogic.com
Media
Lyle Weston / Carly King
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
SomaLogic (NASDAQ:SLGC)
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