UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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)) | |
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Emerging growth company
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 19, 2023, Standard BioTools Inc. (“Standard BioTools” or the “Company”) and SomaLogic, Inc., a Delaware corporation (“SomaLogic”), updated their joint investor presentation (the “Investor Presentation”), which the Company expects to use to discuss the proposed Merger (as defined below), and to provide an update and overview of the combined company. As previously disclosed, on October 4, 2023, the Company, SomaLogic and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“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 the Company. A copy of the Investor Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 on Form 8-K, the information set forth in this Item 7.01 and the Investor Presentation is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On December 19, 2023, the Company sent text message and email reminders to its stockholders who had not yet cast their vote in connection with the Merger. Copies of the stockholder communications are attached as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Investor Presentation of Standard BioTools Inc. and SomaLogic, Inc., dated as of December 19, 2023. | |
| 99.2 | Text Message to Stockholders. | |
| 99.3 | Email to Stockholders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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’ 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 19, 2023 | STANDARD BIOTOOLS INC. | |
| By: | /s/ Jeffrey Black | |
| Name: | Jeffrey Black | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Investor Presentation Unlocking Value in a Fragmented Space DECEMBER 2023
Legal Information
3 (1) Assumes transaction close in Q1 2024. Total cost synergies exclude non - cash, restructuring - related and other non - recurring costs for each of Standard BioTools and SomaLogic. (2) Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transac tio n costs. Consideration • All - stock merger • SLGC shareholders to receive 1.1100 LAB shares per share of SLGC • >$1B pro - forma equity value based on SBI closing share price on October 3, 2023 Company Name / Ticker • Standard BioTools / LAB Financial Benefits • 300M+ combined revenue expected by 2026 • $80M cost synergies by 2026 (1) • >$500M in cash at close (2) Ownership • SLGC shareholders to own ~57% of combined entity (incl. Series B preferred stock dilution) • LAB shareholders to own ~43% of combined entity (incl. Series B preferred stock dilution) Management & Board • Michael Egholm and Jeff Black, current CEO and CFO of LAB, respectively, will be CEO and CFO of the combined company • Tom Carey, current director of SLGC, will be Chairman of the combined company • Combined Board will be composed of 3 current directors of LAB, including Michael Egholm as CEO, 3 current directors of SLGC, including Tom Carey as Chairman, and Eli Casdin will continue to serve as a director Timing • Expected transaction close in Q1’24 • Subject to shareholder approval (shareholder vote date is January 4, 2024) and other customary closing conditions • Shareholders representing ~16% of LAB and ~1% of SLGC, including directors and all executive officers of each company and certain large stockholders, have entered into supportive voting agreements Transaction Overview
SBI: Forging the Next Generation of Leadership in Life Science Tools & Solutions Capital Entrenched operating discipline drives execution and profitability Deep industry, operational & integration expertise Backed by leading Life Sciences investors with deep capital reserves Applying necessary building blocks to build a diversified tools powerhouse Instruments, consumables, software and services Evaluating opportunities to increase scale and leverage Disciplined M&A Broad ‘omic reach SBS (1) principles World - class team Differentiated tech Highest plex, highest data quality in flow cytometry & spatial biology ✓ M&A strategy activated; evaluating opportunities $100 - 105M 2023E Revenue Guidance $130M Q3 2023 cash balance ( 1) SBS = Standard BioTools Business Systems, a culture of continuous improvement to achieve world class operational excellence a nd exceptional customer value based on LEAN principles. (2) Reflects Standard BioTools’ performance through the 3 quarters ending September 30, 2023. (3) Revenue growth ref lects impact of reduction of $1.6 million in net revenues generated in 2022 related to discontinued product lines in the Genomics business 13% core revenue growth (3) 1,000 bps improvement in non - GAAP gross margin 58% improvement in operating cash use > Strong Progress YTD 2023 (2) 4
5 $82 - 85M 2023E Revenue Guidance $454M Q3 2023 cash balance Partnership expected to launch in 2024 185 SomaScan Services customers, 16 authorized sites, relationships with top biopharma companies Blue - Chip Customer Base Highest plex, highest data quality, most reliable serum proteome tool 757 clinical publications and protected by >600 patents 11K SOMAmers measuring 10K unique proteins from 55 - µL sample (over 2x more than alternatives) Validated & Patented Proteomics Expertise Differentiated technology Scientific brilliance focused on innovation, partnership, and power of proteomics (1) Reflects SomaLogic’s performance through the 3 quarters ended September 30, 2023 ( 2) Core revenue growth excludes one - time royalty revenue received in 2022 SomaLogic Powers Comprehensive Proteomic Insights Strong Progress YTD 2023 (1) 21% core revenue growth (2) 20% improvement in non - GAAP operating expenses ✓ Launched SomaScan 11K protein plex platform
• Differentiated translational proteomics, spatial biology, and genomics technology • Broad product design, development, manufacturing expertise (hardware, software, consumables) • Seasoned LS Tools leadership • SBS culture and LEAN principles • Highest - plex, highest data integrity technology • Strong biopharma presence • Leading services infrastructure • First genomics / proteomics partnership (Illumina) • Healthy cash balance Scaled Leader in Multi - omic Life Sciences Tools $ Tech Leadership Diverse portfolio of multi - omic solutions with highest plex and highest data quality Complementary Customer mix maximizes cross - sell opportunities & expands relationships Immediate Scale Scale step - change, SBS foundation and synergies accelerate profitability Lucrative Markets Targets large, high - growth markets with differentiated technologies Financially Attractive $300M+ combined revenue and $80M run - rate synergies (1) by 2026 with >$500M cash at close (2) Proven Model World - class leadership and operating discipline to create meaningful value ✓ (1) Assumes transaction close in Q1 2024. Total cost synergies exclude non - cash, restructuring - related and other non - recurring costs for each of Standard BioTools and SomaLogic. (2) Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transactio n costs. + = ✓ Shared Mission: Advance Life Sciences Research 6
7 Positions for Success in Current Market • SLGC has seen significant declines in value in tandem with other small cap growth companies as the markets turned away from high - growth cash - burning companies • Today the market shows a preference for businesses that are scaled, diversified and near - term profitable • The merger expands SLGC’s scale, improves cash burn through synergies and positions the combined company as a consolidator in a fragmented space Combines Complementary Capabilities • Combined management teams fill pre - existing gaps in each company’s organizational structure; combined executive bench brings deep experience and track record in value creation • Complementary customer footprints accelerates commercial ramp for each company • Overlapping infrastructure present large synergy opportunities Drives Value Creation • While the transaction is NOT a sale, SLGC was able to secure attractive terms while retaining majority control for shareholders, with a negotiated 30% premium, and governance representation • Synergies drive significant value that will accrue in majority to SLGC shareholders • Terms maintain existing SLGC shareholders’ exposure to upside potential including in the event of a potential future sale / control premium Adds New Vectors for Value Creation and Reduces Risk • Madryn ignores upside potential of the merger and risks of standalone execution as well as recent, sustained trading of SLGC at zero or negative enterprise value in the public markets • In today’s market conditions, investors are not rewarding growth sufficiently to counter cash burn and are demanding increased scale and efficiency; the Merger was designed to bring new sources of value creation to the table and reduce our execution risk as we pursue those objectives • Madryn’s allegations of conflict are not supported by the facts; the Board followed governance best practices in broadly evaluating options, running a full process with 16 parties, and Casdin recused himself from all negotiations and discussions once LAB emerged as a potential counterparty Merger is Designed to Drive Shareholder Value
Positions for Success in Current Market
• Small cap growth - focused companies across the Life Sciences Tools and Dx sector have experienced broad and sustained value compression • SLGC is not immune to market realities and has traded in tandem with similarly positioned public companies, declining 79% since its public debut • The market today is showing a clear preference for scale and near - term profitability 9 Market Dynamics Have Changed Equity Performance Median '23E Revenue '23E EBITDA Margin $2,927 27% $189 4% $50 (74%) $85 (112%) (120.0%) (100.0%) (80.0%) (60.0%) (40.0%) (20.0%) 0.0% 20.0% 40.0% Sep-21 Jan-22 Jun-22 Oct-22 Mar-23 Jul-23 Dec-23 SLGC (79.3%) Large Cap Tools (26.3%) Subscale / High Cash Burn (78.1%) SP500 4.5% Scaled / Moderate Cash Burn (40.6%) (3) (2) (1) Sources: FactSet, Public Filings, SLGC Management (received projections on 09/20/23), SLGC balance sheet items and dilutive secu rities outstanding are from latest 10 - Q filing, As of 12/18/23 (1) Large Cap Tools include A, BIO, BDX, BRKR, CRL, DHR, ILMN, MRK - DE, MRVI, MTD, RVTY, QGEN, RGEN, SBS - DE, TECH, TECN - CH, TMO, and WAT (2) Scaled / Moderate Cash Burn includes CTKB, QTRX, and OLK (3) Subscale / High Cash Burn includes AKYA, MASS, QSI, SEER, and TWST
Increases Scale (2023E Revenue $M) Diversifies Business Reduces Combined Cash Burn (Synergies $M) $185 – $195M (1) (vs. $85M Standalone) x x x Hyperion Œ XTi Imaging System Biomark Œ X9 System CyTOF ® XT Œ SomaScan ® Assay 10 The Merger Enhances SLGC/LAB’s Positioning (1) Assumes Q1 2024 close. 2023E revenue ranges based on full year guidance. Reflects pro forma adjusted gross margin as of S ept ember 30, 2023. Reflects estimated cash balance as of closing, net of transaction fees (2) Run - rate cost synergies by 2026E, compared to annualized run - rate based on 1H 2023 results. Total cost synergies exclude non - cash, restructuring - related, transaction - related and other non - recurring costs for both LAB and SLGC $80M Run - rate (2) (Fully achieved by 2026E)
… FEW Built to Scale Profitably • Developing, manufacturing, supporting customers, and commercializing technology is costly • Leveraging infrastructure costs requires deep operating expertise • Need for sufficient capital Growth Profitability FUTURE + TODAY LAST YEAR MANY Great Emerging Life Science Tools Technologies – Highly Fragmented … TODAY LAST YEAR Unlocking Value in Fragmented Space Scale is crucial to accelerate path to profitability and activate leadership position 11
Combines Complementary Capabilities
Complementary Multi - omic Technology Platform 13 Complementary Capabilities Combined Multi - omic Portfolio End Markets Offering ~65% Biopharma research Academic research ~80% Services (SomaScan) Consumables ~85% Services Consumables Instruments Proteomics Flow Cytometry Spatial Biology Genomics Workstation Serum Proteome High - parameter, single - cell protein analysis system and related assays High - plex, spatial biology platform & related assays for imaging of tissue and cells High throughput, nanoscale workflow automation and assay detection system, and related assays Protein measurement & identification, proteomics knowledge & applications Expands commercial reach with combined capabilities and offerings
Combined Leadership 14 Complementary capabilities fill gaps in each company’s leadership roster and brings together a deep bench of experience Michael Egholm Chief Executive Officer Alex Kim Chief Operating Officer Adam Taich SLGC: Interim CEO Shane Bowen SLGC: Chief R&D Officer LAB: Chief Strategy Officer LAB: Chief Technology Officer Jeffrey Black Chief Financial Officer Leadership 7 Member Board Eli Casdin Michael Egholm Frank Witney Fenel Eloi P&M Capital Partners CHAIR Thomas Carey Carey Advisors Kathy Hibbs Troy Cox
Drives Value Creation
Merger Accelerates Scale and Path to Profitability 16 (1) Assumes Q1 2024 close. 2023E revenue ranges based on full year guidance. Reflects YTD 2023 pro forma adjusted gross margin. Re flects estimated cash balance as of closing, net of transaction fees (2) Compared to annualized run - rate based on 1H 2023 results. Total cost synergies exclude non - cash, restructuring - related, transact ion - related and other non - recurring costs for both Standard BioTools and SomaLogic (3) Assumes existing Standard BioTools convertible notes are converted to equity at maturity, or refinanced 2023E (1) Pro - Forma combined Merger Impacts 2026E Pro - Forma combined Revenue $182M to $190M Double - Digit Annual revenue growth with synergies $300M+ Non - GAAP gross margin ~54% ~65% Non - GAAP SG&A % of sales ~90% $80M Run - rate c ost synergies by 2026E (2) ~35% Non - GAAP R&D % of sales ~35% ~15% Adjusted EBITDA Negative >10% Cash balance $500M Disciplined Cash management ~$350M+ (3) Free cash flow ($140M) to ($150M) Positive
…By Capturing $80M Synergy Opportunity… 17 Substantial early progress with strong Q3’23 execution G&A S&M R&D Elimination of redundant public company and G&A costs (Exec., HR, Legal, Finance, IT) Rationalization of common commercial infrastructure (Sales, Marketing, Product Management) Continue investment, prioritizing differentiated technologies with highest probability of sustained, profitable revenue growth + ~$ 40 M ~$ 80 M G&A S&M R&D Total Synergies ~$20M ~$20M Synergy opportunity compared to combined annualized run - rate based on 1H 2023 results. Total cost synergies exclude non - cash, re structuring - related, transaction - related and other non - recurring costs for both Standard BioTools and SomaLogic Run - Rate by 2026E
…Which Creates New Sources of Value 18 By virtue of majority control in the combined business, SLGC shareholders benefit from this new potential value creation Illustrative Synergies Capitalization Multiple Implied Synergies Value ($M) Incremental Value to SLGC Shareholders (On a SLGC Share Basis) Implied Value Creation (1) 2.0x $160 $0.59 27.9% 3.0x 240 0.89 41.9% 4.0x 320 1.18 55.7% Sources: FactSet, Public Filings, SLGC Management (received balance sheet items (as of 08/31/23) and dilutive securities outstan ding (as of 09/27/23) on 09/27/23), LAB Management (received dilutive securities outstanding (as of 09/28/23) and basic shares outstanding (as of 09/27/23) on 09/28/23, and balance sheet items (a s o f 08/31/23) on 09/30/23 (1) Based on SLGC share price as of 12/18/2023 of $2.12
The Merger Adds New Vectors for Value Creation and Reduces Risk
Madryn’s Concerns are Misplaced 20 Sources: FactSet, Public Filings, SLGC Management (received balance sheet items (as of 08/31/23) and dilutive securities outstan ding (as of 09/27/23) on 09/27/23), LAB Management (received dilutive securities outstanding (as of 09/28/23) and basic shares outstanding (as of 09/27/23) on 09/28/23, and balance sheet items (as of 08/31/23) on 09/30/23 (1) Cash and cash equivalents as of 08/31/23 (~$132M for LAB and ~$458M for SLGC) and $10M of LAB’s non - convertible debt (face value ), ~$56M in LAB’s convertible notes face, (2) Pro forma company cash balance burdened by estimated remaining cash burn in 2023 less transaction fees of $15M, and additiona l ~ $2M of SLGC’s net non - operating liabilities (milestone and holdback contingent considerations) (3) Cash burning growth tools companies includes AKYA, CTKB, MASS, QSI, QTRX, SEER, and TWST (4) As of 12/18/23 The Myths The Realities Undervalues SLGC • SLGC trades in line with other small - cap cash burning public companies • Like others, SLGC has sustained significant value compression and has frequently traded at or below $0 enterprise value • Despite being an all - stock merger (typically low or no premium) SLGC negotiated a ~30% premium in determining the exchange ratio • Transaction NOT a sale: SLGC shareholders retain majority of the company (57% with Series B Pref dilution) and governance rep res entation Process was Flawed • SLGC Board conducted a thorough and deliberative evaluation focused on identifying strategic options that could increase valu e f or SLGC shareholders • Casdin was recused from all evaluation of the Merger and discussions of other alternatives once LAB emerged as a counterparty • Process included reaching out to 16 parties to solicit potential interest in a transaction • No compelling alternative interest expressed • SLGC Board negotiated heavily to secure fiduciary out should a Superior Proposal emerge post - signing, to eliminate non Board / E xecutive voting support agreements on the SLGC side and to secure strong pro forma governance Capital Structure is Risky • Standalone, LAB well within market norms with $66M of debt (~18% Debt / EV and ~(18%) Net Debt / EV) and $132M of cash on its ba lance sheet (1) • Pro forma Company in stronger standing with over $500M of cash and $68M of debt (~18% Debt / EV and ~(125%) Net Debt / EV) (2) • Series B Preferred Stock is effectively equity with no Preferred Dividend and no maturity • Preferred put rights in a change of control are manageable; in a cash deal, the put right is moot (as all equity is taken out fo r cash) and in a stock deal the counterparty is likely to request assurances that the put would not be triggered (as we did) and we, as a combined c omp any, would seek those assurances as well • The seniority of the Series B Preferred Stock would only pose a risk in extreme downside (i.e., liquidation) • Conversion feature means Series B Preferred holders do not participate in upside value until stock price exceeds $3.40; there for e, SLGC holders receive ~71% of any upside until $3.40 per share Standalone Company is Superior • We agree SLGC has significant growth potential • The market is not rewarding small - cap growth at a level that offsets required cash investment on a standalone basis and repositi oning the standalone business in a way that could be rewarded is risky and far from certain to succeed • Under the structure of the transaction, SLGC shareholders continue to retain their interest in SLGC’s growth while also benef iti ng from synergies, scale, diversification and LAB’s business • Between announcement of the Merger and release of Madryn’s letter SLGC has outperformed the index of cash burning growth tool s c ompanies (3) by 1%; since the Madryn letter, casting doubt on the Merger, SLGC has traded 25% below the index (4) A B C D
EV / NTM Revenues Since SLGC Public Debut Median '23E Revenue '23E EBITDA Margin $189 4% $50 (74%) $85 (112%) (5.0x) 0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x Sep-21 Jan-22 Jun-22 Oct-22 Mar-23 Jul-23 Dec-23 Scaled / Moderate Cash Burn 4.9x Subscale / High Cash Burn 1.8x SLGC (0.5x) SLGC Trades in Line With Subscale Cash Burning Companies 21 A Sources: FactSet, Public Filings, SLGC (received projections on 09/20/23); SLGC balance sheet items and dilutive securities outs tanding are from latest 10 - Q filing, As of 12/18/23 (1) Scaled / Moderate Cash Burn includes CTKB, QTRX, and OLK; OLK EV/NTM Revenues multiples data is excluded post acquisition ann oun cement by TMO as of 10/17/23 (2) Subscale / High Cash Burn includes AKYA, MASS, QSI, SEER, and TWST (2) (1)
The Process was Robust and Deliberate 22 B Benefits x Retain 100% of potential upside between current market value and potential future value Considerations No guarantee if or when market will value SLGC for growth potential Remains subscale in environment that favors larger / more diversified players Substantial cash burn a headwind on value creation Consolidation could happen around SLGC Go Alone Combine With LAB Benefits x Retain majority of potential SLGC upside x Receive majority of any potential LAB future value creation x Capture majority of potential synergy value creation x Enhance scale and diversification x Position combined entity to be a potential leader in fragmented space with significant cash reserves and equity capital for M&A Considerations Could markets recover in future allowing for better terms? Retain 100% of SLGC Potential Value Creation Share in majority of SLGC Potential Value Creation + majority of LAB Potential Value Creation + majority of Potential Synergies + majority of Scale / Diversification Benefit SLGC’s Board was deliberate and thoughtful in evaluating the options
Independent and Rigorous Board Oversight 23 • Board refresh with four new highly experienced Independent Directors appointed in March 2023 • In conjunction with Board and management changes, SLGC publicly announces intent to “evaluate strategic and transformative opportunities” • Financial advisors retained in May 2023 • Rigorous evaluation process with weekly Transaction Committee meetings • Eli Casdin recused from all negotiations and strategic options discussions once LAB emerged as a potential interested party Anne Margulies Former Vice President and Chief Information Officer, Harvar d University Troy Cox Former Chief Executive Officer, Foundation Medicine Tycho Peterson Chief Financial Officer, Adaptive Biotechnologies Richard Post Former Chief Executive Officer and President, Autobytel, Inc Robert Barchi President Emeritus, Rutgers University Kathy Hibbs Chief Administrative Officer, 23andMe Jason Ryan Chairman, SomaLogic Board of Directors Eli Casdin Founder and Chief Investment Officer, Casdin Capital Thomas Carey Founder and Principal, Carey Advisors B
Robust Evaluation of Alternatives 24 MARCH 2023 MAY 2023 JUNE 2023 JULY 2023 OCTOBER 4 2023 Board refresh announced Four new independent directors Public announcement of intent to pursue “strategic and transformative opportunities” Board launched strategic review and engaged Perella Weinberg Partners Standard BioTools submitted first indication of interest: • ~0% to 20% premium Casdin immediately recused from all SomaLogic deliberations on strategic alternatives when LAB emerged as a potential counterparty Contacted 16 strategic parties One additional party entered NDA (in addition to Standard BioTools ) No offers or indications of interest received Merger announcement • ~30% premium • Fixed exchange ratio of 1.1100 • SomaLogic shareholders to own ~57% of combined company post - close (incl. dilution from Series B Preferred) Process leveraged to gain improvements in: • Financial terms • Go - forward governance • Fiduciary out for any post - signing Superior Proposal • Moderate break - fee • Eliminate non - Board/Exec voting support agreements B
145% 99% 94% 42% 35% 35% 33% 31% 30% 18% 18% 18% 11% 10% 6% 5% 2% 1% NSTG LMDX TRIB MDXH-BE AKYA PACB GH LUCD ADPT PF LAB EXAS SOPH TKNO ABSI NTRA CTKB MASS Pro Forma Capital Structure is Strong 25 C 2023E Pro - Forma combined Cash (1) $530 Total Debt & Other (2) $68 Series B Convertible Preferred (3) $256 Common Equity (4) $576 Enterprise Value (4) $369 Debt / Enterprise Value 18% Net Debt / Enterprise Value (125%) Debt / EV Net Debt / EV Small Cap LST/Dx with Debt Sources: FactSet, Public Filings, SLGC Management (received balance sheet items (as of 08/31/23) and dilutive securities outstan ding (as of 09/27/23) on 09/27/23), LAB Management (received dilutive securities outstanding (as of 09/28/23) and basic shares outstanding (as of 09/27/23) on 09/28/23, and balance sheet items (as of 08/31/23) on 09/30/23, ma rket data as of 12/18/23 (1) Cash and cash equivalents as of 08/31/23 (~$132M for LAB and ~$458M for SLGC) burdened by estimated remaining cash burn in 20 23 less transaction fees of $15M (2) $10M of LAB’s non - convertible debt (face value), ~$56M in LAB’s convertible notes face, and ~$2M of SLGC’s net non - operating lia bilities (milestone and holdback contingent considerations) (3) 75,164,400 Series B Convertible Preferred Stock with a liquidation preference of $3.40 (4) Based on LAB stock price as of 12/18/23 of $1.95, using a 1.1100 exchange ratio, SLGC FDSO of 191,679,727 and LAB FDSO of 87, 300 ,758
Pro Forma Debt Benchmarking 26 C LAB’s debt load both standalone and pro forma are well within reasonable ranges Sources: FactSet, Public Filings, SLGC Management (received balance sheet items (as of 08/31/23) and dilutive securities outstan ding (as of 09/27/23) on 09/27/23), LAB Management (received dilutive securities outstanding (as of 09/28/23) and basic shares outstanding (as of 09/27/23) on 09/28/23, and balance sheet items (as of 08/31/23) on 09/30/23, ma rket data as of 12/18/23 (1) Based on LAB stock price as of 12/18/23 of $1.95, using a 1.1100 exchange ratio, SLGC FDSO of 191,679,727, 10M of LAB’s non - conv ertible debt (face value), ~$56M in LAB’s convertible notes (face value), and ~$2M of SLGC’s net non - operating liabilities (milestone and holdback contingent considerations) (2) LAB FDSO of 87,300,758, and 75,164,400 Series B Convertible Preferred Stock with a liquidation preference of $3.40 Pro Forma
The Merger Enhances SLGC 27 C Shareholders retain majority interest in our business and will continue to benefit from future SLGC value creation Brings new capabilities and new growth drivers (including substantial synergies) to accelerate the path to breakeven Enhances scale, diversification and profitability – which investors demand today The Board believes the Merger drives GREATER potential value creation with LOWER risk than the standalone option x x x x
Exhibit 99.2
Hi {fname}! This is {agent_first_name} with Alliance Advisors, on behalf of your investment with Standard BioTools, Inc., and the Board of Directors.
Standard BioTools Inc.’s Special Meeting of Stockholder is fast approaching, and according to our records we have not received your vote.
As previously announced by The Company, Standard BioTools Inc. have entered into an Agreement and Plan of Merger with SomaLogic, Inc. and the Merger cannot be consummated unless the stockholders of Standard BioTools, Inc. approve the foregoing proposals.
To review the meeting proposals please click the following link.
https://www.sec.gov/Archives/edgar/data/1162194/000110465923122872/tm2327944-8_424b3.htm
To prevent any additional mailings or phone calls, please contact us at 1-800-574-5969 or vote using the link below.
[Individual Link here]
Thanks.
Exhibit 99.3
Dear First Last Name:
Standard BioTools Inc.’s Special Meeting of Stockholder is fast approaching, and according to our records we have not received your vote.
As previously announced by The Company, Standard BioTools Inc. have entered into an Agreement and Plan of Merger with SomaLogic, Inc. and the Merger cannot be consummated unless the stockholders of Standard BioTools, Inc. approve the foregoing proposals. Your vote is very important, regardless of the number of shares of Standard BioTools, Inc. Common Stock that you own, please make sure to vote your shares today.
Your Board of Directors unanimously recommends that Stockholders vote FOR on all proposals. Details on the meeting and the proposals can be found by visiting https://investors.standardbio.com/sec-filings.
Voting is easy!
Simply use one of the following methods to promptly provide your voting instructions:
| 1. | Vote with a live Proxy Specialist – You may cast your vote with a live proxy specialist by calling toll free at 1-800-574-5969 between the hours of 9:00am -10:00pm EST, Monday through Friday. | |
| 2. | Vote Online – You can click the link below and follow the online instructions. |
CLICK HERE TO VOTE
Please Vote Today!
We urge you to vote before January 4, 2024!