Full Press Release Details
Standard BioTools and SomaLogic to Combine
Creating a Diversified
Leader in Life Sciences Tools
Activates Standard BioTools' strategy
to unlock value in underserved portion of $100 billion industry
Establishes leading platform of multi-omic
technologies with the highest throughput and highest data quality to power clinical research insights
Expands commercial reach with substantial cross-selling
opportunities and complementary offerings
Generates estimated $80 million of annual cost
synergies by 2026 and enhanced combined path to profitability1
Estimated combined cash of over $500 million
at close2 creates industry-leading balance sheet to fund growth initiatives
Standard BioTools increases full year 2023
revenue guidance to $100 - $105 million;
SomaLogic reaffirms full
year 2023 revenue guidance of $80 - $84 million
SOUTH SAN FRANCISCO, Calif. and BOULDER, Colo.,
October 4, 2023 - Standard BioTools Inc. (Nasdaq: LAB), driven by a bold purpose - Unleashing tools to
accelerate breakthroughs in human health - and SomaLogic (Nasdaq: SLGC), a leader in data-driven proteomics technology,
today announced that they have entered into a definitive agreement to combine in an all-stock merger.
The combined company,
with a pro-forma equity value of over $1 billion based on Standard BioTools' closing share price on October 3, 2023, will
be a leading provider of differentiated multi-omics tools for research. With products distributed in approximately 50 countries and a
global infrastructure, the combined company would become a leading platform of multi-omic technologies with over $180 million of pro-forma
combined revenue for the full year 2023 and a robust balance sheet with over $500 million in estimated cash and cash equivalents at close.2
Under the terms of the agreement, which was unanimously
approved by the participating members of the boards of directors of both companies, 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.
Michael Egholm, PhD, President and Chief Executive
Officer of Standard BioTools , said "SomaLogic's world-class proteomic tools fuel research discoveries with unmatched
reliability, and fit well with our life science tools platform. The value of SomaLogic's technology and expertise is substantiated
by elite relationships in the pharmaceutical research space, as well as a developing genomics-proteomics commercial partnership with
Illumina. This transaction activates our strategy to unlock value in the highly fragmented life science tools space. It positions Standard
BioTools with an increasingly scalable platform and powerful balance sheet, which will be underpinned by unparalleled operating discipline
and a shared mission to accelerate breakthroughs in human health. This is an exciting step forward for both of our companies and we look
forward to the significant value creation opportunities ahead."
SomaLogic interim Chief Executive Officer Adam
Taich, added, "This transaction brings together two organizations with mutual visions and values to create a multi-omics leader
with the financial strength to self-fund growth investments and accelerate research insights. We look forward to partnering with the
team at Standard BioTools to better serve the needs of translational and clinical pharmaceutical research, while delivering significant
value for our shareholders."
transaction close in Q1 2024. Total cost synergies exclude non-cash, restructuring-related and other non-recurring cost for each of
Standard BioTools and SomaLogic.
Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transaction
Strategic and Financial Benefits
The combined company will be led by an experienced
Board of Directors and leadership team that leverages the deep life sciences expertise within both organizations.
Upon close, the combined company's Board
will consist of seven directors, three of whom will be designated by Standard BioTools: Michael Egholm, Fenel Eloi and Frank Witney,
and three of whom will be designated by SomaLogic: Tom Carey, who will serve as Chairman, Troy Cox and Kathy Hibbs. Eli Casdin will
also continue to serve on the combined company's Board.
Upon close, Michael Egholm will serve as Chief
Executive Officer, Jeff Black will serve as Chief Financial Officer and Alex Kim will serve as Chief Operating Officer. Adam Taich will
serve as the combined company's Chief Strategy Officer, and Shane Bowen, Chief Research and Development Officer of SomaLogic, will
serve as Chief Technology Officer.
The combined company will operate under the Standard
BioTools name with facilities in California, Colorado, Massachusetts, Canada and Singapore.
Timing and Approvals
The transaction is expected to close in the first
quarter of 2024, subject to approval by both companies' stockholders, expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and satisfaction of other customary closing conditions.
Stockholders representing approximately 16% of
Standard BioTools common stock and approximately 1% of SomaLogic common stock, including the directors and executive officers of each
company and affiliated investment funds, have entered into voting agreements in support of the transaction.
Full 2023 Year Outlook
In connection with today's announcement,
both companies provided 2023 full year revenue guidance. Standard BioTools expects full year 2023 revenue of $100 - $105 million, an
increase from its prior guidance, and SomaLogic reaffirmed full year 2023 revenue guidance of $80 - $84 million.
Conference Call and Webcast
Standard BioTools and SomaLogic will host a joint
conference call and webcast today at 8:30 a.m. ET to discuss the merger. The conference call can be accessed by dialing (800) 225-9448
within the U.S. and (203) 518-9708 for all non-U.S. locations. The confirmation code is 81365. Participants should dial in 10 minutes
prior to the scheduled start time.
of the conference call will be accessible here: https://event.on24.com/wcc/r/4372311/445DB37AF6BE5227E3E3C92B52226B0F. The webcast
link and associated presentation materials will be available on the investor relations section of each company's website: www.investors.standardbio.com
Centerview Partners LLC is serving as financial
advisor to Standard BioTools, and Mintz is serving as its legal counsel. Perella Weinberg Partners LP and TD Cowen are serving as financial
advisors to SomaLogic, with Perella Weinberg Partners LP as lead. Fenwick is serving as its legal counsel.
Forward-Looking Statements
This press release contains forward-looking statements
that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to
in the forward-looking statements. 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; the expected benefits of the merger, including estimations of anticipated cost savings and cash runway; the competitive
ability and position of the combined company; the success, cost and timing of the combined company's product development, sales
and marketing, and research and development activities; the combined company's ability to obtain and maintain regulatory approval
for its products; ; the sufficiency of the combined company's cash, cash equivalents and short-term investments to fund operations;
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