Sema4, a patient-centered health intelligence company leveraging
AI and machine learning to derive data-driven insights, 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 the filing of the preliminary proxy
statement related to their proposed business combination.
The filing of the preliminary proxy statement initiates the
formal Securities and Exchange Commission (SEC) review process
required to finalize the definitive proxy statement that will be
sent to CM Life Sciences shareholders. “This is an important
milestone and begins the process of transitioning Sema4 into an
independent public company and leader in the clinical genomics
space. There is tremendous growth potential ahead for the company
and we are excited by the opportunities that will be enabled by
this transaction,” commented Eli Casdin, Chief Executive Officer of
CM Life Sciences.
“As each day goes by, Sema4 grows as a leader in
patient-centered genomic and clinical data,” remarked Eric Schadt,
PhD, Founder and Chief Executive Officer of Sema4. “Meanwhile, we
continue to be on track to achieve the 2021 financial and strategic
goals and importantly build a business that is powered to execute
on the long term potential of an AI-powered platform to health
system partners, providers and their patients.”
“We look forward to consummating the transaction following SEC
review and approval from our shareholders, which is anticipated by
the end of July,” said Keith Meister, Chairman of CM Life
Sciences.
About Sema4
Sema4 is a patient-centered health intelligence company
dedicated to advancing healthcare through data-driven insights.
Sema4 is transforming healthcare by applying AI and machine
learning to multidimensional, longitudinal clinical and genomic
data to build dynamic models of human health and defining optimal,
individualized health trajectories. Centrellis™, our innovative
health intelligence platform, is enabling us to generate a more
complete understanding of disease and wellness and to provide
science-driven solutions to the most pressing medical needs. Sema4
believes that patients should be treated as partners, and that data
should be shared for the benefit of all. For more information,
please visit sema4.com and connect with Sema4 on Twitter, LinkedIn,
Facebook and YouTube.
About CM Life Sciences
CM Life Sciences was founded to take advantage of a dynamic life
science sector buoyed by innovation yet fragmented, where many
companies are under-resourced and under-scaled. Significant and
under-appreciated opportunities for consolidation are ready for
engagement by a team versed in the trends and themes, and who can
bring together the strongest of the new companies and management
teams to capitalize on near- and far-term opportunities. For more
information, please visit https://cmlifesciencesspac.com/
Cautionary Statement Regarding Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Sema4 and CM Life Sciences,
including statements regarding the anticipated benefits of the
transaction, the anticipated timing of the transaction, the SEC
review process for CM Life Sciences’ proxy statement for the
transaction, shareholder approval for the transaction, expansion
plans, projected future results, Sema4’s 2021 financial and
strategic goals and Sema4’s business, growth and market
opportunities. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of CM Life Sciences’
securities, (ii) the risk that the transaction may not be completed
by CM Life Sciences’ business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by CM Life Sciences, (iii) the
failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by the
shareholders of CM Life Sciences, the satisfaction of the minimum
trust account amount following redemptions by CM Life Sciences’
public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third-party valuation in
determining whether or not to pursue the transaction, (v) the
inability to complete the PIPE investment in connection with the
transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (vii) the effect of the announcement or pendency of the
transaction on Sema4’s business relationships, operating results
and business generally, (viii) risks that the proposed transaction
disrupts current plans and operations of Sema4 and potential
difficulties in Sema4 employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be
instituted against Sema4 or against CM Life Sciences related to the
merger agreement or the transaction, (x) the ability to maintain
the listing of CM Life Sciences’ securities on a national
securities exchange, (xi) the price of CM Life Sciences’ securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which CM Life
Sciences plans to operate or Sema4 operates, variations in
operating performance across competitors, changes in laws and
regulations affecting CM Life Sciences’ or Sema4’s business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities, (xiii) the risk of downturns and
a changing regulatory landscape in the highly competitive
healthcare industry and (xiv) the size and growth of the market in
which Sema4 operates. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of CM Life Sciences’ annual report on Form 10-K, as
amended, the proxy statement discussed above and other documents
filed by CM Life Sciences from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Sema4 and CM Life Sciences assume no obligation and
do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Sema4 nor CM Life Sciences gives any assurance
that either Sema4 or CM Life Sciences or the combined company will
achieve its expectations.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transaction, CM Life Sciences
has filed a preliminary proxy statement with the SEC, and CM Life
Sciences will file a definitive proxy statement with the SEC, which
will be sent to the stockholders of CM Life Sciences. CM Life
Sciences also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of CM Life Sciences are urged to
read the proxy statement and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction. Investors and
security holders will be able to obtain free copies of the proxy
statement and all other relevant documents filed or that will be
filed with the SEC by CM Life Sciences through the website
maintained by the SEC at www.sec.gov.
The documents filed by CM Life Sciences with the SEC also may be
obtained free of charge at CM Life Sciences’ website at
https://cmlifesciencesspac.com/ or upon written request to CM Life
Sciences, c/o Corvex Management, 667 Madison Ave, New York, NY
10065
Participants in Solicitation
CM Life Sciences and Sema4 and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from CM Life Sciences’ shareholders in
connection with the proposed transaction. Information about CM Life
Sciences’ directors and executive officers and their ownership of
CM Life Sciences’ securities is set forth in CM Life Sciences’
filings with the SEC. To the extent that holdings of CM Life
Sciences’ securities have changed since the amounts reported in CM
Life Sciences’ proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination are contained in the preliminary proxy statement and
will be contained in the definitive proxy statement when available.
You may obtain free copies of these documents as described in the
preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210506006275/en/
Media contact: Radley Moss radley.moss@sema4.com
Investor contact: David Deuchler Gilmartin Group
Investor-all@sema4.com
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