We are investigating the fairness of the proposed merger of SomaLogic, Inc. (Nasdaq: SLGC) (“SomaLogic”) with Standard BioTools Inc. in an all-stock transaction.
If you remain a SomaLogic shareholder and have concerns about the fairness of the proposed merger, you may contact our firm to discuss your legal rights at no charge by completing and submitting the form below.
Why is there an investigation?
On October 4, 2023, SomaLogic announced that it had agreed to merge with Standard BioTools in an all-stock transaction. Under the terms of the merger agreement, SomaLogic shareholders will receive 1.11 shares of Standard BioTools common stock for each share of SomaLogic common stock owned. Upon the close of the transaction, Standard BioTools shareholders will own approximately 43% of the combined company, and SomaLogic shareholders will own approximately 57% of the combined company on a fully diluted basis.
“We are investigating whether the SomaLogic Board of Directors acted in the best interests of SomaLogic shareholders in approving the sale,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the exchange ratio agreed upon is fair to SomaLogic shareholders, and whether all material information regarding the transaction has been fully disclosed.”
Notably, on December 12, 2023, Madryn Asset Management, LP (“Madryn”), which owns approximately 4.2% of SomaLogic’s outstanding common shares, filed a proxy urging SomaLogic shareholders to vote against the proposed merger at a special meeting of SomaLogic shareholders scheduled for January 4, 2024. Among other things, Madryn asserts that the proposed merger “drastically undervalues” SomaLogic, and that the proposed merger is “the result of a flawed process” rife with conflicts.