Standard BioTools Inc. (Nasdaq: LAB), driven by a bold purpose –
Unleashing tools to accelerate breakthroughs in human health – and
SomaLogic, Inc. (Nasdaq: SLGC), a leader in data-driven proteomics
technology, today announced that the companies have set a date for
their respective Special Meetings of Stockholders in connection
with the pending all-stock merger which was previously announced on
October 4, 2023.
Each company will hold its respective Special Meeting of
Stockholders virtually at 12 p.m. ET (10:00 a.m. MT / 9:00 a.m. PT)
on Thursday, January 4, 2024. The stockholders of record as of the
close of business on November 29, 2023, will be entitled to vote at
their respective Special Meetings of Stockholders.
The merger remains on track to close in the first quarter of
2024, subject to approval by both companies’ stockholders and
satisfaction of other customary closing conditions.
Standard BioTools stockholders who need assistance voting or
have questions regarding the Special Meeting may contact Standard
BioTools’ proxy solicitor, Alliance Advisors LLC, at (800)
574-5969. 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.
Standard BioTools’ and SomaLogic’s definitive proxy materials
regarding the Special Meetings can be found on the Investor
Relations page of each company’s website at
http://investors.standardbio.com and
https://investors.somalogic.com.
About Standard BioTools Inc.
Standard BioTools Inc., previously known as Fluidigm
Corporation, is driven by a bold purpose – Unleashing tools to
accelerate breakthroughs in human health. Standard BioTools has an
established portfolio of essential, standardized next-generation
technologies that help biomedical researchers develop medicines
faster and better. As a leading solutions provider, the company
provides reliable and repeatable insights in health and disease
using its proprietary mass cytometry and microfluidics
technologies, which help transform scientific discoveries into
better patient outcomes. Standard BioTools works with leading
academic, government, pharmaceutical, biotechnology, plant and
animal research, and clinical laboratories worldwide, focusing on
the most pressing needs in translational and clinical research,
including oncology, immunology, and immunotherapy. Learn more at
www.standardbio.com or connect with us on Twitter®, Facebook®,
LinkedIn, and YouTube™. Standard BioTools, the Standard BioTools
logo, Fluidigm, the Fluidigm logo, “Unleashing tools to accelerate
breakthroughs in human health,” Hyperion, Hyperion XTi, XTi, and X9
are trademarks and/or registered trademarks of Standard BioTools
Inc. or its affiliates in the United States and/or other countries.
All other trademarks are the sole property of their respective
owners. Standard BioTools products are provided for Research Use
Only. Not for use in diagnostic procedures.
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 and October 4,
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 communication 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 communication 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.
Investor Contacts
Standard BioToolsPeter DeNardoCapComm
Partnersir@standardbio.com
SomaLogicMarissa BychGilmartin Group
LLCinvestors@somalogic.com
MediaEd Hammond / Nick Lamplough / Dan
MooreCollected StrategiesLAB-CS@collectedstrategies.com
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