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Sema4 to Go Public Through Merger With Special Purpose Acquisition Company

NEW YORK – Sema4 said on Wednesday that it has signed an agreement to merge with CM Life Sciences, a special purpose acquisition company (SPAC) sponsored by affiliates of Casdin Capital and Corvex Management, with the ultimate purpose of becoming publicly traded through the company's position on the Nasdaq Global Market.

Once the transaction is complete, expected in the second quarter, CM Life Sciences will be renamed and its common stock will be listed on the Nasdaq under a name and ticker symbol that has yet to be announced.

The merger places Sema4's enterprise value at approximately $2.0 billion, the company said. The transaction is expected to deliver up to $793 million in gross proceeds, including up to $443 million of cash held in CM Life Sciences' trust account from its initial public offering in September 2020 and $350 million from committed private investment in public equity (PIPE) funding from a group of institutional and life sciences investors, including funds advised by Casdin Capital and Corvex Management, new investors Fidelity Management & Research Company, Counterpoint Global, Perceptive Advisors, SoftBank Group subsidiary SB Management, funds and accounts advised by T. Rowe Price Associates and Viking Global Investors, and existing investors including funds and accounts managed by Blackrock and Deerfield Management. Sema4 shareholders will receive CM Life Sciences common stock and up to $343 million in cash in exchange for Sema4 shares.

"This transaction is a significant milestone for Sema4," Eric Schadt, the company's founder and CEO, said in a statement. "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."

Sema4's database already includes more than 10 million integrated genomic profiles and de-identified clinical records from patients.

Upon completion of the deal, Sema4 said it expects to have up to $500 million in cash available — $450 million from the transaction plus existing cash on hand — to fund operations and support new and existing business initiatives, to build organic operating needs, to drive other targeted growth opportunities, to help the company deliver its products to a larger number of healthcare providers and patients, and to improve clinical outcomes across a higher number of diseases.

The transaction has been unanimously approved by CM Life Sciences' and Sema4's boards and substantially all of the shareholders of Sema4, the company said. It is subject to approval by the shareholders of CM Life Sciences.

Jefferies is acting as sole financial advisor, lead capital markets advisor, and sole placement agent, with Cowen and Company also acting as a capital markets advisor. White & Case is serving as legal advisor to CM Life Sciences. Goldman Sachs and JP Morgan Securities are serving as financial advisors, and Fenwick & West is serving as legal advisor to Sema4.

This is at least the third life sciences company this month to go public by merging with a SPAC. On Feb. 4, 23andMe announced a merger with VG Acquisition, a special purpose acquisition company sponsored by Virgin Group, with the intention of becoming publicly traded through Virgin Acquisition's position on the New York Stock Exchange. The deal placed 23andMe's value at $3.5 billion. Also, on Feb. 8, Nautilus Biotechnology said it will go public on the Nasdaq through a merger with SPAC Arya Sciences Acquisition Corp III.

CM Life Sciences' shares rose 32 percent to $22.45 in Wednesday morning trading on the Nasdaq.

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