Transaction combines Sema4’s leading AI- and machine learning-powered integrated genomic and clinical open-architecture data platform, with CM Life Sciences, the leading life science- focused SPAC, led by institutional investors Casdin Capital and Corvex Management.
Combination is expected to provide up to $793 million in cash proceeds to shareholders and Sema4, accelerating organic and inorganic growth and fueling the company’s mission to transform health outcomes and decision making.
Financing includes a fully committed PIPE of $350 million from leading growth and life science investors including Casdin Capital, Corvex Management, Fidelity Management & Research Company LLC, Counterpoint Global (Morgan Stanley), Perceptive Advisors, SB Management, a subsidiary of SoftBank Group Corp, funds and accounts advised by T. Rowe Price Associates Inc and Viking Global Investors, and existing investors including fund and accounts managed by Blackrock and Deerfield Management.
Sema4 board at closing to include Nat Turner Co-Founder of Flatiron Health (a Roche Company), Emily Leproust CEO of Twist Biosciences [NASDAQ: TWST] and Eli Casdin, CIO of Casdin Capital.
NEW YORK, NY & STAMFORD, CT — February 10, 2021 — Sema4, an AI- and machine learning-driven patient-centered genomic and clinical data intelligence company, and CM Life Sciences (NASDAQ: CMLF), a special purpose acquisition company, or SPAC, sponsored by affiliates of Casdin Capital, LLC and Corvex Management LP, today announced they have entered into a definitive business combination agreement. Upon closing of the transaction, CM Life Sciences will be renamed and its common stock will be listed on the Nasdaq Global Market under a name and a ticker symbol to be announced at a later date.
“This transaction is a significant milestone for Sema4,” said Eric Schadt, Ph.D., Founder and CEO of Sema4. “The additional resources will allow us to greatly accelerate our business plans organically and inorganically, developing and bringing in more cutting-edge precision model solutions across multiple disease areas. This is the most exciting time in the history of our industry and I look forward to working closely with Eli, Keith, and their teams, to deliver on the massive potential to transform clinical and life sciences through better leveraging of data.”
Sema4 Overview
Sema4 is a purpose built and rapidly growing, patient-centered genomic and clinical data insight platform company. Leveraging world leading data scientists using artificial intelligence and machine learning, the company is powering remarkable and unique insights that transform the practice of medicine and how disease is diagnosed, treated, and prevented.
Sema4 today has established the largest, most comprehensive, and fastest growing integrated genomic & clinical data platform. Sema4 has established its platform in partnership with patients, healthcare providers and a far-reaching ecosystem of life science industry contributors.
Sema4’s database includes more than 10 million patient genomic profiles and de-identified clinical records, integrated and delivered in a way that enables physicians to proactively diagnose and manage disease. The virtuous cycle of data helps improve decision making but also accelerates the development of next generation diagnostic tools and therapeutics.
“We exist in a remarkable period of time as the life sciences and broad healthcare industries undergo a technology-driven data revolution,” said Eli Casdin, founder and CIO of Casdin Capital. “The disruptive promise in combining these genomic and clinical data sets, at the patient level, is profound but takes a team of experts, the right business model, and lots of growth capital. We therefore could not be more excited to lend our partnership and fill the balance sheet for the foremost leader in the field, Eric Schadt and the expert team he’s assembled at Sema4. With an early start, unique business strategy and more than 150 leading data scientists, this is the premier company in one of the biggest, winner-take-most markets in life sciences.”
In addition to the approximately $443 million of cash held in CM Life Sciences’ trust account, a group of leading institutional investors has committed to participate in the transaction through a common stock PIPE of $350 million including funds advised by Casdin Capital and Corvex Management, new investors Fidelity Management & Research Company LLC, Counterpoint Global (Morgan Stanley), Perceptive Advisors, SB Management, a subsidiary of SoftBank Group Corp, funds and accounts advised by T. Rowe Price Associates Inc and Viking Global Investors, and existing investors including funds and accounts managed by Blackrock and Deerfield Management, among other top-tier healthcare investors.
The combined company is expected to receive proceeds of up to approximately $793 million at the closing of the transaction, up to $343 million of which will be paid to Sema4 stockholders and the remainder of which will be utilized by Sema4 in its business and will continue to operate under the Sema4 management team, led by Eric Schadt, Ph.D., Founder and CEO. The transaction, which values Sema4 at an enterprise value of approximately $2 billion, is expected to close during the second quarter of 2021, and will provide Sema4 with significant additional capital to further build and scale upon its dedication to advancing healthcare through data-driven insights.
Proceeds will be used to both fuel organic operating needs and to drive other targeted growth opportunities, helping the company deliver its solutions to a larger number of healthcare providers and patients and to improve clinical outcomes across a higher volume of diseases.
“Eric has built a truly unique business at Sema4 with a combination of scale, growth and innovation that we rarely see. Revenues are projected to grow from $200 million to $500 million and gross margins to double from today to 2023, while Sema4 leverages its existing platform in women’s health and oncology to quickly grow into high margin relationships and partnerships across health systems and biopharma partners,” said Keith Meister, Chairman of the Board CM Life Sciences. “This transaction affords investors the unique opportunity to benefit from Sema4’s rapid growth, business transformation and the multiple expansion opportunities that we believe this growth will drive.”
Transaction Overview
On February 9, 2021, CM Life Sciences entered into a definitive agreement to combine with Sema4. The transaction is expected to deliver up to $793 million of gross proceeds, including the contribution of up to $443 million of cash held in CM Life Sciences’ trust account from its initial public offering in September 2020 (assuming no redemptions from the trust account) and $350 million from committed equity PIPE funding from a group of institutional and life sciences investors. In the transaction, Sema4 shareholders will receive common stock of CM Life Sciences and, at their election, up to $343 million in cash in exchange for shares of Sema4. Upon completion of the transaction, Sema4 expects to have up to $500 million in cash available from the transaction ($450 million from the transaction plus existing cash on its balance sheet at closing) to fund operations and support new and existing business initiatives.
The transaction has been unanimously approved by each of CM Life Sciences’ and Sema4’s Board of Directors and substantially all of the shareholders of Sema4. The transaction is subject to the approval of the CM Life Sciences shareholders and other customary conditions, and is expected to close in the second quarter.
Additional information about the proposed transaction, including a copy of the Merger Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Advisors
Jefferies LLC is acting as sole financial advisor, lead capital market advisor, and sole placement agent, with Cowen and Company, LLC also acting as a capital markets advisor, and White & Case LLP is serving as legal advisor to CM Life Sciences. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors, and Fenwick & West LLP is serving as legal advisor to Sema4.
Author / source: Sema4 / https://sema4.com/news/press-releases/sema4-combines-with-cm-life-sciences/
