Full Press Release Details
Glass Lewis Recommends Standard BioTools Stockholders
Vote "FOR" All Proposals Relating to Proposed Merger with SomaLogic
SOUTH SAN FRANCISCO, Calif. --
December 29, 2023 - Standard BioTools Inc. (Nasdaq: LAB), driven by a bold
purpose - Unleashing tools to accelerate breakthroughs in human health, today announced that a second leading
independent proxy advisory firm, Glass, Lewis & Co. ("Glass Lewis"), has recommended that all Standard BioTools
stockholders vote "FOR" all proposals relating to the pending merger with SomaLogic at the Company's upcoming Special
Meeting of Stockholders to be held on January 4, 2024.
The Company issued the following statement:
The recommendations from both leading proxy advisory firms
- Glass Lewis and ISS - to support the proposed merger with SomaLogic reaffirms our belief in the strength of the combined
company and the significant growth potential ahead. We urge all stockholders to follow these recommendations and vote "FOR"
all proposals relating to the proposed merger.
A special meeting of Standard BioTools stockholders
is scheduled to be held virtually in connection with the proposed merger on January 4, 2024, at 12:00 p.m. ET (10:00 a.m. MT
/ 9:00 a.m. PT). 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.
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 Standard BioTools Inc.
Standard BioTools Inc. (Nasdaq:LAB), 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.
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 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