• 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

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.”

Strategic and Financial Benefits

• Creates a multi-omic technology leader, targeting large, high growth markets with a diverse portfolio of life science tools that power industry-leading throughput and data quality.

• Expands commercial reach and maximizes cross-selling opportunities through complementary offerings and end markets. Standard BioTools’ strong presence in academic research settings ideally complements SomaLogic’s prestigious biopharmaceutical research footprint.

• Expedites scalability creating an accelerated path to combined company profitability. The transaction is expected to generate $80 million in annual cost synergies by 2026.

• Produces a formidable capital structure with over $500 million in cash and cash equivalents expected at close to self-fund future growth initiatives.

• Opens the door to meaningful value creation through a proven model that couples deep large-enterprise life sciences expertise and operating discipline with ample capital.

Leadership

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.