Under the terms of the merger agreement, each share of Singular Genomics common stock and Series A Common Stock Equivalent Convertible Preferred Stock (the latter held entirely by Deerfield) not held by Deerfield or other rollover stockholders was cancelled and converted into the right to receive $20.00 in cash per share, without interest. The company's announcement press release stated that the $20.00 per share price represented a 254% premium to the last closing share price prior to the September 12, 2024 public disclosure of Deerfield's initial acquisition proposal. Deerfield and certain other stockholders entered into Rollover Agreements under which their shares, RSUs, or options were contributed to Parent in exchange for equity in Parent rather than cash consideration. With only approximately 2,537,024 shares of common stock outstanding and entitled to vote as of the January 10, 2025 record date, the implied common equity value of the publicly held shares subject to the cash consideration was well under $50 million; the deal's enterprise value is not disclosed in the filings reviewed.
The transaction was not subject to a financing condition. Parent secured committed debt financing from Deerfield to fund the merger consideration. At closing, Deerfield Private Design Fund IV entered into a Credit Agreement with Parent and Merger Sub as borrowers, committing to provide a term loan of up to $37.5 million; approximately $37 million of proceeds were deposited with the paying agent to fund payments to stockholders. The loan bears interest at 8%, matures February 20, 2026, and is prepayable at any time. Singular Genomics became a borrower under the Credit Agreement as the surviving corporation.
The Singular Genomics Board of Directors formed a special committee composed entirely of independent and disinterested directors to evaluate the company's strategic alternatives. The special committee led negotiations with the assistance of independent financial and legal advisors and unanimously recommended that the board approve the merger agreement, which the full board then did following that recommendation. TD Securities and Houlihan Lokey served as financial advisors to the special committee. Gunderson Dettmer LLP served as legal advisor to Singular Genomics, Richards, Layton & Finger, P.A. served as counsel to the special committee, and Katten Muchin Rosenman LLP served as legal advisor to Deerfield.
Andrew ElBardissi, M.D., Partner at Deerfield, said in the announcement press release: "Singular Genomics has developed a state-of-the-art multi-omic spatial biology platform that empowers customers with innovative tools to unlock biological insights and drive breakthroughs in research and medicine. We are proud to support Singular Genomics as they embark on this exciting new chapter, advancing science and serving their customers with excellence." The company stated that becoming a private company would provide Singular Genomics with greater flexibility to continue advancing its business strategy.
The merger agreement contained customary termination rights. If terminated by the company under specified circumstances, including entry into a superior proposal or a change in the board's recommendation, the company would owe Parent a termination fee of $1,520,246. The company would also owe this fee if the merger failed to close by the April 22, 2025 Outside Date under certain conditions, if a third-party acquisition proposal for at least 50% of the company's stock or assets was publicly announced and not withdrawn, if stockholders failed to approve the deal, or if the company later entered into or consummated such a third-party proposal within one year of termination. Parent's aggregate monetary liability for willful and material breach or fraud was capped at $2,533,744, a damages cap backstopped by a Limited Guarantee from Deerfield. Separately, Support Agreements were signed concurrently with the merger agreement by stockholders Andrew Spaventa, Eli Glezer, Dalen Meeter, Mike Pellini, and David Barker, who beneficially owned approximately 8.4%, 6.7%, 0.8%, 0.7%, and 1.6%, respectively, of the company's outstanding voting power, committing them to vote in favor of the merger.
The merger was approved at a special stockholder meeting held February 19, 2025. Of approximately 2,028,305 shares present or represented by proxy (about 80.0% of shares entitled to vote, constituting a quorum), 2,023,327 shares voted in favor, 3,933 voted against, and 1,045 abstained, representing overwhelming approval. The merger closed two days later, on February 21, 2025. Trading in Singular Genomics common stock was suspended on Nasdaq as of the close of trading that day, the company notified Nasdaq of its intent to delist, and the company indicated it would file a Form 15 to deregister its common stock and suspend its Exchange Act reporting obligations. Following closing, Josh Stahl was appointed Chief Executive Officer of Singular Genomics and joined its board, Jason Myers also joined the board, and Drew Spaventa, the company's co-founder and former CEO and Chairman, remained on the board and took on an additional role as special advisor to the new CEO.
The filings reviewed do not disclose an EV/EBITDA, P/E, or other earnings-based valuation multiple for the transaction, nor do they disclose synergy targets, pro forma combined financial projections, or details of the negotiation background (such as other bidders considered) beyond confirming that a special committee process took place; that detail may appear in the DEFM14A proxy statement's "Background of the Merger" section, which was not reviewed as part of this update beyond what is cited above.