CM Life Sciences, Inc.
PROPOSED BUSINESS COMBINATION: Sema4
ENTERPRISE VALUE: $2.071 billion
ANTICIPATED SYMBOL: SMFR
CM Life Sciences, Inc. proposes to combine with Sema4, an AI- and machine learning-driven patient-centered genomic and clinical data intelligence company.
Sema4 is a purpose built and rapidly growing, patient-centered genomic and clinical data insight platform company. Leveraging data scientists using artificial intelligence and machine learning, the company is powering 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.
TRANSACTION
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.
PIPE
- $350 million PIPE priced at $10.00 per share from funds including:
- Funds advised byCasdin 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
- Accounts advised by T. Rowe Price Associates Inc and Viking Global Investors
- Existing investors including funds and accounts managed by Blackrock and Deerfield Management, among other top-tier healthcare investors.
FORFEITURE AGREEMENT
- The Sponsor entered into a Forfeiture Agreement (the “Forfeiture Agreement”) with Sema4 and CMLS, whereby Sponsor has agreed to forfeit up to 33% of its (i) warrants for Common Stock and (ii) shares of class B common stock of CMLS, such actual amount tied to actual exercise of redemption rights of CMLS stockholders
EARNOUT
- (i) Triggering Event I, the Common Share Price of Parent Class A Stock is greater than or equal to $13.00 per share
- a one-time issuance of a number of Earn-Out Shares equal to 3.66% of the Earn-Out Total Outstanding Shares;
- (ii) Triggering Event II, the Common Share Price of Parent Class A Stock is greater than or equal to $15.00 per share
- a one-time issuance of a number of Earn-Out Shares equal to 3.67% of the Earn-Out Total Outstanding Shares; and
- (iii) Triggering Event III, the Common Share Price of Parent Class A Stock is greater than or equal to $18.00 per share
- a one-time issuance of a number of Earn-Out Shares equal to 3.67% of the Earn-Out Total Outstanding Shares; and
- (iv) upon the last day of any calendar year in which an Earn-Out Forfeiture occurs, a one-time issuance of a number of Earn-Out Shares equal to the Forfeiture Pool as in effect as of such date.
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from CMLS’s trust account, together with the proceeds from the PIPE Investment, equaling no less than $300,000,000 (after deducting any amounts paid to CMLS stockholders that exercise their redemption rights in connection with the Business Combination and any unpaid transaction expenses incurred or subject to reimbursement by CMLS or Sema4)
NOTABLE CONDITIONS TO TERMINATION
- If the Business Combination is not consummated by November 9, 2021
ADVISORS
- Jefferies LLC is acting as sole financial advisor, lead capital markets advisor, and sole placement agent to CM Life Sciences.
- Cowen and Company, LLC also acting as a capital markets advisor to CM Life Sciences.
- 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 to Sema4.
- Fenwick & West LLP is serving as legal advisor to Sema4.
MANAGEMENT & BOARD
Executive Officers
Eli D. Casdin, 47
Chief Executive Officer & Director
Mr. Casdin founded Casdin Capital, LLC, an investment firm focused on the life sciences and healthcare industry, in November 2011 and currently serves as its Chief Investment Officer. Mr. Casdin has served on the board of directors of Exact Sciences Corp. (Nasdaq: EXAS), a molecular diagnostics company focused on early cancer detection, treatment and monitoring, since October 2017. Mr. Casdin holds a B.S. degree from Columbia University School of General Studies and an MBA from Columbia Business School.
Brian Emes, 37
Chief Financial Officer & Secretary
Mr. Emes is the Chief Financial Officer of Corvex Management LP, a New York based investment manager, which he joined in January 2013. Mr. Emes holds a B.S. degree in finance and marketing from Elon University’s Martha & Spencer Love School of Business, and is a licensed certified public accountant.
Shaun Rodriguez, 42
Chief Strategy Officer
Mr. Rodriguez joined Casdin Capital, LLC, an investment firm focused on the life sciences and healthcare industry, in July 2015 as a Senior Research Analyst and currently serves as its Director of Life Science Research. His coverage universe at Casdin Capital, LLC focuses on life science tools, diagnostics, health technology and services, and industrial applications of biotechnology. From February 2011 to July 2015, Mr. Rodriguez served as Director and Senior Research Analyst in the healthcare equity research group of Cowen Inc. (Nasdaq: COWN), an investment bank and financial services company. Mr. Rodriguez holds a Ph.D. in biological sciences from Harvard University.
Board of Directors
Keith A. Meister, 47
Chairman
Mr. Meister founded Corvex Management LP, a New York based investment manager, in December 2010 and since its inception has served as its Managing Partner and Chief Investment Officer. From 2003 to 2010, Mr. Meister served as Chief Executive Officer and then Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises L.P. (Nasdaq: IEP), the primary investment vehicle for Carl Icahn. Mr. Meister currently serves on the Board of Directors of MGM Resorts International (NYSE: MGM), a global hospitality and entertainment company, and its affiliate Roar Digital. Mr. Meister has previously served on the Board of Directors of numerous other public companies in his career, including Yum! Brands Inc. (NYSE: YUM), The Williams Companies, Inc. (NYSE: WMB), ADT, Inc. (NYSE: ADT), Ralcorp Holdings, Inc. and Motorola, Inc. (now Motorola Solutions, Inc., NYSE: MSI/Motorola Mobility, Inc.). He is Chairman of the board of the Harlem Children’s Zone and also serves on the board of trustees of the American Museum of Natural History. Mr. Meister holds a B.A. degree in government from Harvard College where he graduated cum laude.
Munib Islam, 46
Director
Mr. Islam served as Co-Chief Investment Officer and a Partner at Third Point LLC, an investment management firm, from July 2019 through 2020. Prior to becoming co-Chief Investment Officer, he served as Head of Equities at Third Point from 2011 to July 2019, where he spearheaded research on Third Point’s strategic block investments globally. From 2008 to 2011, Mr. Islam worked at Highbridge Capital, an investment management firm, where he was a Managing Director and Portfolio Manager of Highbridge’s European Value Equities fund. Mr. Islam previously served on the Board and Executive Selection and Audit Committees of Baxter International, Inc. (NYSE: BAX) from 2015 to 2019, and he currently sits on the Boards of the Stanford Business School Trust and the Brearley School in New York City. Mr. Munib holds a B.A. in Economics from Dartmouth College, where he graduated magna cum laude, and an MBA from the Graduate School of Business at Stanford University.
Sean George, 46
Director
Dr. George has been Co-Founder, President and Chief Executive Officer of Invitae Corporation (NYSE: NVTA) since January 2017. He also served as Invitae’s President and Chief Operating Officer from August 2012 to January 2017 and as Chief Executive from January 2010 to August 2012. Prior to Invitae, he served as COO at Navigenics, Inc. an early pioneer in personalized genetics from 2007 to November 2009. Before joining Navigenics, Dr. George served in a variety of product, operating and commercial roles at Affymetrix, Inc., Invitrogen Corporation and Molecular Probes, Inc. Dr. George holds a B.S. in Molecular Genetics from UCLA, an M.S. in Molecular Biology from UC Santa Barbara, and a Ph.D. in Molecular Genetics from UC Santa Cruz.
Emily Leproust, 47
Director
Dr. Leproust has been President and Chief Executive Officer of Twist Bioscience Corp. (Nasdaq: TWST) since co-founding Twist in 2013. Since October 2018, she has also served as Chair of the board of directors for Twist. Prior to Twist, Dr. Leproust served in various positions at Agilent Technologies, Inc. (NYSE: A), most recently as its Director, Applications and Chemistry R&D from February 2009 to April 2013. Dr. Leproust holds a M.Sc. in Industrial Chemistry from the Lyon School of Industrial Chemistry and a Ph.D. in Organic Chemistry from the University of Houston.
Nat Turner, 34
Director
Mr. Turner has been the Co-Founder and Chief Executive Officer of Flatiron Health, Inc., a healthcare technology company focusing on accelerating oncology research and improving patient care acquired by Roche Holding AG, since June 2012. Previously, Mr. Turner co-founded and served as Chief Executive Officer of Invite Media, Inc., an advertising technology company, from March 2007 until it was acquired by Google Inc. (Nasdaq: GOOGL) in June 2010, after which he remained at Google until June 2012. Mr. Turner received a B.S., cum laude, in Economics with concentrations in entrepreneurship and marketing from The Wharton School of the University of Pennsylvania.