Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269466
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT
Dear Berkeley Lights Stockholders and IsoPlexis Stockholders:
On December 21, 2022, Berkeley Lights, Inc., which is referred to as “Berkeley Lights,” Iceland Merger Sub Inc., a wholly owned subsidiary of Berkeley Lights, which is referred to as “Merger Sub,” and IsoPlexis Corporation, which is referred to as “IsoPlexis,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of IsoPlexis by Berkeley Lights. On the terms and subject to the conditions of the merger agreement, Berkeley Lights will acquire IsoPlexis through a merger of Merger Sub with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation and becoming a wholly owned subsidiary of Berkeley Lights. The combined company will be named PhenomeX.
On the successful completion of the merger, each issued and outstanding share of IsoPlexis common stock (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.6120 of a share of Berkeley Lights common stock, which number is referred to as the “exchange ratio,” with cash (without interest and after giving effect to any required tax withholdings as provided in the merger agreement) being paid in lieu of any fractional shares of Berkeley Lights common stock that IsoPlexis stockholders would otherwise be entitled to receive. Berkeley Lights stockholders will continue to own their existing Berkeley Lights shares.
The exchange ratio is fixed and will not be adjusted for changes in the market price of either Berkeley Lights common stock or IsoPlexis common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of Berkeley Lights common stock and IsoPlexis common stock outstanding on February 6, 2023, on completion of the merger, we expect that former IsoPlexis stockholders would own approximately 25% of the outstanding shares of the combined company and Berkeley Lights stockholders immediately prior to the merger would own approximately 75% of the outstanding shares of the combined company. Berkeley Lights common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq” when used with respect to Berkeley Lights, under the symbol “BLI.” IsoPlexis common stock is traded on the Nasdaq Stock Market LLC, which is referred to as “Nasdaq” when used with respect to IsoPlexis, under the symbol “ISO.” We encourage you to obtain current quotes for the common stock of both Berkeley Lights and IsoPlexis.
Because the exchange ratio is fixed, the market value of the merger consideration to IsoPlexis stockholders will fluctuate with the market price of the Berkeley Lights common stock and will not be known at the time that IsoPlexis stockholders vote on the merger. Based on the $2.39 per share closing price of Berkeley Lights common stock on Nasdaq on December 21, 2022, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to IsoPlexis stockholders was approximately $1.46 per share of IsoPlexis common stock. On February 7, 2023, the latest practicable trading day before the date of the filing of the accompanying joint proxy statement/prospectus, the closing price of Berkeley Lights common stock on Nasdaq was $2.26 per share, resulting in an implied value of the merger consideration to IsoPlexis stockholders of $1.38 per share of IsoPlexis common stock.
Berkeley Lights and IsoPlexis will each hold special meetings of their respective stockholders to vote on the proposals necessary to complete the proposed merger. Such special meetings are referred to as the “Berkeley Lights special meeting” and the “IsoPlexis special meeting,” respectively.
At the Berkeley Lights special meeting, Berkeley Lights stockholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger, which proposal is referred to as the “Berkeley Lights share issuance proposal,” and (2) a proposal to adjourn the Berkeley Lights special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Berkeley Lights share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Berkeley Lights stockholders. The board of directors of Berkeley Lights unanimously recommends that Berkeley Lights stockholders vote “FOR” each of the proposals to be considered at the Berkeley Lights special meeting.
At the IsoPlexis special meeting, IsoPlexis stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which proposal is referred to as the “IsoPlexis merger proposal,” and (2) a proposal to adjourn the IsoPlexis special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the IsoPlexis merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to IsoPlexis stockholders. The board of directors of IsoPlexis unanimously recommends that IsoPlexis stockholders vote “FOR” each of the proposals to be considered at the IsoPlexis special meeting.
We cannot complete the merger unless the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders and the IsoPlexis merger proposal is approved by IsoPlexis stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your company’s respective special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.
The accompanying joint proxy statement/prospectus provides you with important information about the special meetings, the merger, and each of the proposals.
We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 32 for a discussion of risks relevant to the merger.We look forward to the successful completion of the merger.
Sincerely,
| | | |
Siddhartha Kadia
Chief Executive Officer
Berkeley Lights, Inc. | | | Sean Mackay
Chief Executive Officer and Co-Founder
IsoPlexis Corporation |
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the Berkeley Lights common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated February 13, 2023 and is first being mailed to the stockholders of Berkeley Lights on or about February 13, 2023 and to the stockholders of IsoPlexis on or about February 14, 2023.