NEW YORK – Standard BioTools, formerly known as Fluidigm, and SomaLogic said on Wednesday that they will merge in an all-stock deal to create a company worth over $1 billion.
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 percent of the combined company, and SomaLogic shareholders will own approximately 57 percent of the combined company on a fully diluted basis.
"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," Standard BioTools CEO Michael Egholm said in a statement. "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."
The transaction is expected to generate $80 million in annual cost synergies by 2026, the firms said, and the combined company will hold more than $500 million in cash and cash equivalents at close.
The companies will do business under the name Standard BioTools, which was adopted by Fluidigm in 2022 after it received $250 million in investment from Casdin Capital and Viking Global Investors.
Casdin Capital is one of the largest shareholders of SomaLogic, owning 6.7 percent of shares as of June 29, 2023. The move comes about half a year after former CEO Roy Smythe stepped down along with two other board members.
Upon close, Egholm will serve as CEO, Jeff Black will serve as CFO, and Alex Kim will serve as chief operating officer. SomaLogic's Adam Taich will serve as chief strategy officer, and Shane Bowen, chief R&D officer at SomaLogic, will serve as chief technology officer.
The combined company's board will consist of seven directors, three of whom will be designated by Standard BioTools — 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.
Both companies provided 2023 full-year revenue guidance. Standard BioTools expects between $100 million and $105 million, an increase from its prior guidance, and SomaLogic reaffirmed guidance of $80 million to $84 million.
Centerview Partners is serving as financial adviser to Standard BioTools, and Mintz is serving as its legal counsel. Perella Weinberg Partners is lead financial adviser to SomaLogic, joined by TD Cowen, with Fenwick serving as legal counsel.
In Wednesday morning trading on the Nasdaq, shares of Standard BioTools were down 16 percent at $2.27 while shares of SomaLogic were up nearly 1 percent at $2.32.