SomaLogic merger overcomes investor objections to win shareholder approval

BOULDER — SomaLogic Inc. (Nasdaq: SLGC) said Thursday evening that its $1 billion merger with California-based Standard BioTools Inc. (Nasdaq: LAB) is expected to be finalized Friday after shareholders for the Boulder biotech company voted this week to consummate the combination. 

The apparent approval came despite opposition from investors, including from private-equity firms that hold significant positions in the company as well as from SomaLogic’s founder and its chief technology officer.

“We are grateful for the support of our stockholders as we advance our value-maximizing transaction with Standard BioTools, which will enable our stockholders to realize the substantial value of SomaLogic’s platform,” the company’s board of directors said in a statement late Thursday. “Stockholders will benefit from the combined company’s accelerated path to sustained profitability and long-term value creation. We look forward to completing the transaction with Standard BioTools to create a diversified leader in life science tools, driven by our shared mission to accelerate breakthroughs in human health.”

SomaLogic develops platforms to read thousands of proteins in a patient’s blood or urine sample that may signal illnesses or future health conditions and suggest potential treatments via machine learning.

The merger plan, which was previously approved by the boards of directors of both companies, established a deal that will see SomaLogic shareholders receive 1.11 shares of Standard BioTools common stock for each share of SomaLogic common stock owned. When the merger closes, likely on Friday, SomaLogic shareholders will own approximately 57% of the combined company, and Standard BioTools shareholders will own the remainder.

As of Friday morning, SomaLogic had not yet reported shareholder vote tallies with the U.S. Securities and Exchange Commission. 

Larry Gold, who founded SomaLogic in 2000 and was previously the firm’s CEO, and Jason Cleveland, its CTO since 2021, recently penned an open letter asking shareholders to join their opposition. 

“Both of us have great faith in SomaLogic’s potential,” the pair wrote. “Both of us also have serious concerns about the proposed stock-for-stock combination between the company and Standard BioTools Inc.”

Gold and Cleveland wrote that they “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 equity holder in both SomaLogic and Standard, and a member of the boards of directors of both companies.”

CM Life Sciences II, a special purpose acquisition company controlled by life-sciences investment group Casdin Capital LLC, merged with SomaLogic in 2021, taking the Boulder company public. 

According to the open letter, “SomaLogic has not explained why it makes sense to subordinate the governance and economic rights of SomaLogic stockholders in the post-closing combined company. Despite the fact that SomaLogic stockholders will hold 57% of the combined company, they will only have the right to designate three directors to a seven-director board. In addition, SomaLogic stockholders will have their equity position effectively subordinated to the outsized preferred stock position held by Mr. Casdin and Casdin Capital in Standard, which will continue in place after closing.”

The road toward the merger with Standard BioTools has been a rocky one, as SomaLogic has struggled to attain profitability. The company’s stock price has shaved off more than 80% of value since the 2021 SPAC deal that added about $651 million in new funding to the company’s books and valued it at $1.23 billion.

The merger is expected to allow the combined company to reduce $80 million in cost redundancies.

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