M&A: Singular Genomics Systems, Inc.

Form Type: PREM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287199

Comments: Singular Genomics Systems, Inc. has filed a preliminary proxy statement regarding a special meeting of stockholders scheduled to consider and vote on a proposal to approve an Agreement and Plan of Merger dated December 22, 2024. The merger would merge Singular with a subsidiary of Singular Genomics Parent, LLC, with Singular becoming a wholly owned subsidiary. Stockholders will also vote to potentially adjourn the meeting to secure additional proxy votes if necessary. The merger consideration is proposed at $20.00 per outstanding share of Singular's common stock, representing a premium of approximately 253% over the stock's closing price on September 11, 2024. The board of directors has recommended approval of the merger after evaluation by a special committee and consultations with advisors. Stockholders are advised that they may have appraisal rights regarding this merger proposal, with full details included in the accompanying proxy statement.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284273

Comments: On December 22, 2024, Singular Genomics Systems, Inc. entered into a Merger Agreement with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc. The agreement outlines the merger of Merger Sub with Singular Genomics, with Singular Genomics remaining as a wholly owned subsidiary of Parent. Deerfield Private Design Fund IV, L.P. is involved as a shareholder of the Company. Shareholders will receive $20.00 per share in cash as Merger Consideration, subject to certain exclusions. A special committee of the Board approved the agreement. Customary closing conditions apply, including securing stockholder approval, and the potential payment of a termination fee of $1,520,246 under certain circumstances. A press release was issued on December 23, 2024, announcing the merger.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284276

Comments: On December 22, 2024, Singular Genomics Systems, Inc. entered into an Agreement and Plan of Merger with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc. to merge with Merger Sub, resulting in Singular Genomics becoming a wholly owned subsidiary of Parent. The Merger Agreement, approved by the Company’s Board of Directors, entails the cancellation of common and preferred shares held by stockholders and the conversion to cash payment of $20.00 per share for specific stockholders. Certain shares will not be converted, including those held by stockholders exercising appraisal rights and those under a Rollover Agreement with Deerfield Private Design Fund IV, L.P., the Parent's passive investor. Key provisions include a cash settlement for vested stock options and restricted stock units, the procurement of financing by Parent to cover merger costs, and conditions for the consummation of the merger, including stockholder approval. A termination fee applies under certain conditions if the agreement is ended prematurely. Support Agreements with stockholders owning approximately 17.2% of voting power have been signed, promising their vote in favor of the merger. A press release was issued on December 23, 2024, announcing the execution of the Merger Agreement, with further details including proxy materials to be filed with the SEC.

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