CM Life Sciences (Nasdaq: CMLF), a special purpose acquisition
company, or SPAC, sponsored by affiliates of Casdin Capital, LLC
and Corvex Management LP, has filed its definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) in
connection with the previously announced proposed business
combination with Sema4.
The definitive proxy statement contains important information
about the proposed business combination contemplated by the
Agreement and Plan of Merger dated February 9, 2021, by and between
CM Life Sciences and Sema4.
A special meeting of CM Life Sciences’ stockholders to approve
the business combination will be held virtually on July 21, 2021 at
10:00 a.m. Eastern Time. All stockholders of CM Life Sciences are
strongly encouraged to review the definitive proxy statement and to
vote as soon as possible in advance of the special meeting.
Following the completion of the business combination, the
combined companies will be listed on the Nasdaq Global Select
Market under the symbol “SMFR.”
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/.
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.
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, expansion
plans, projected future results and market opportunities of Sema4.
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 definitive proxy statement with the SEC. The proxy
statement will be sent to the stockholders of CM Life Sciences. CM
Life Sciences and Sema4 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 and Sema4
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 definitive proxy statement. You
may obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210702005356/en/
CM Life Sciences Media Contact: Alexandria Fisk
afisk@casdincapital.com
Sema4 Investor Relations Contact: David Deuchler
Gilmartin Group investor-all@sema4.com
Sema4 Media Contact: Radley Moss
radley.moss@sema4.com
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