UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Soliciting Material under §240.14a-12 |
Sema4 Holdings Corp.
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EXPLANATORY NOTE
This Schedule 14A filing relates to the proposed acquisition of
GeneDx, Inc., a New Jersey corporation (“GeneDx”), by Sema4
Holdings Corp. (“Sema4” or the “Company”) pursuant to that certain
Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) between the Company, GeneDx, and the other parties
thereto (the transactions contemplated by the Merger Agreement, the
“Acquisition”).
The following communication was distributed on February 17, 2022
and is filed herewith:
•Investor
conference fireside chat transcript
CHAT TRANSCRIPT
On February 17, 2022, Eric Schadt, Founder and Chief Executive
Officer and Isaac Ro, Chief Financial Officer of Sema4 participated
in a fireside chat at the BTIG MedTech, Digital Health, Life
Science & Diagnostic Tools Conference, during which they
discussed the current state of the business, the outlook for 2022,
and the recently announced GeneDx acquisition. Below is a
transcript.
Company Name:
Sema4 Holdings Corp. (SEMA)
Event:
BTIG MedTech, Digital Health, Life Science & Diagnostic Tools
Conference
Date:
February 17, 2022
<<Mark Massaro, Analyst, BTIG>>
Good morning, everyone. Welcome to Day 3 of the BTIG MedTech
Diagnostic Tools and Digital Health Conference. My name is Mark
Massaro. I'm one of the lead diagnostics and tools analysts at the
firm. I'm very pleased today to welcome to Sema4, which is a
healthcare intelligence company focusing in diagnostic testing.
Joining me today is the company's Chief Executive Officer, Eric
Schadt; and the company's Chief Financial Officer, Isaac Ro. Thanks
for joining me today guys.
<<Eric Schadt, Founder and Chief Executive
Officer>>
Great to be here, Mark.
<<Mark Massaro, Analyst, BTIG>>
Cool. So maybe the topic to azure was the recent acquisition you
made, which was relatively large GeneDx. You made it clear that
they provide you with a leading portfolio of a rare disease testing
and exome sequencing testing. You also got a new, I should say, a
co-pilot CEO and Katherine Stueland. In our view, the multiple of
you paid for the business was certainly reasonable to me at around
4x revenue. In your view, why was GeneDx is the right asset to
acquire and why was last month the right time to do
it?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yes. Great. Well, first of all, we're super excited to have made
that move to acquire GeneDx. We, again, the driver was a company
very, very complementary to the genomic testing solutions we offer
today, but very synergistic in terms of, again, enabling engagement
with patients through their life course. So if you think of the
strong hold we have now on women's health and in particular the
reproductive health side and GeneDx's domination in the rare
disorder and increasing newborn screening side, like it's kind of a
natural extension of the women's health journey on into the birth
of baby and addressing issues. But again more generally doing
screening of using the kind of exome technology they have to be
diagnosing and identifying risks out of the gate for every newborn
that comes along.
They have domination on that rare disorder side in terms of
delivering clinical exomes that's on the order of 70% market share
among medical geneticists ordering that test. When you
think
about our health system playing, being able to deliver those
holistic solutions as standard of care into a system, it gives us
that full suite of tools from women's health to the newborn
screening, drug safety, population health, oncology, like it kind
of fills that all out. And they have kind of one of the largest
stores of exome centered on the rare disorder – in the rare
disorder community, which from our pharma play pharma engagements
is a very attractive data asset that we see leveraging with
pharma.
<<Mark Massaro, Analyst, BTIG>>
Perfect. That's a good segue. So those 300,000 plus clinical
exomes, I believe you're planning to migrate that data over to your
platform. And can you just help me think about what needs to be
done there? In what ways does this data enrich your database as a
whole as you talk to new health systems and biopharma
companies?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yes. So, first of all, in terms of being able to suck into the
Centrellis platform, those assets they have today we think that can
be done very rapidly because we, Sema4 built out the capability in
working with health systems and others to acquire many millions and
millions of patients worth of data and structure those clinical
data, make them more useful. And also we're already dealing with
genomic information that's kind of on scale on par with what GeneDx
has today. So we think it's a matter of few months to kind of pull
in structure, get that data integrated into our
system.
And again, it all gets at – remember our ultimate aim is this big
data resource, better longitudinal patient journeys than anybody in
term – which is used to build better and better models for
predicting disease risk, addressing disease conditions, matching to
therapy. And having this additional data is just going to
accelerate kind of the accuracy – the building of the accuracy of
those algorithms and providing better insights, certainly on the
genomic testing side, that will be unparallel.
<<Mark Massaro, Analyst, BTIG>>
That's perfect. So maybe for you, Isaac, you guys initiated a
combined company, 2022 revenue target of $350 million and you
guided to moving to positive free cash flow of $33 million by 2025.
Can you walk us through some of the underlying growth rate
assumptions of standalone Sema4 and GeneDx both this year and
beyond? Also legacy Sema4 is quite a bit of testing in women's
health and carrier screening. So how do you see these segments
growing? And can you speak to dynamics about volume and
pricing?
<<Isaac Ro, Chief Financial Officer>>
Sure. And thanks for asking those questions. High level, this is
definitely a deal that we're excited about strategically for all
the reasons that Eric mentioned, but also I think financially, you
touched a little bit upon the growth numbers and then the valuation
paid for that. I think that's part of, at least for me, what's also
exciting. And so, if we look at it simplistically, the organic
growth rate of this company combined should be as a baseline
through – 30% for the next three years. And that that's sort of we
think a really compelling growth rate in the context
of
the industry and all that. And so, the components of breaking that
down, I think we are on a very strong 20 – high 20s percent growth
rate as a standalone. And so, GeneDx
growing faster than that together blends more or less to
30.
So we'll talk in a little more detail about the specifics, but the
point is that we were both on a steep growth trajectory already and
the seal accelerates that, that that's sort of the point. And if we
talk specific numbers, we talked about 350 pro forma for the year.
Just to clarify, there has been some confusion that number would be
as if both companies were combined retroactive to January 1st of
this year. Now, we've said the deal will close in Q2. So when the
deal closes, we'll prorate that 350 number, but implied within 350
is that our business, Sema4 Standalone would do about 220 plus or
minus 5 million. And that GeneDx would do 130. Now, what's really
important also to remember is that both sides of the business have
been resourced to deliver more than that.
We are very much focused on ensuring that we have all the resources
available and required to grow at or better than the rates we're
promising, but that's sort of the base case. And then within the
GeneDx side, I also want to point out that the earn outs in the
transaction contemplate much higher 2022 revenue rates. So yes, if
they hit 130, that's our base case, but if they do better than
that, that's what they're incentivized for. And so, I think, there
is certainly a path for us to deliver again growth rate with a base
case of 30% combined with potential for upside merits if things go
our way. So that's sort of how we're looking at it. From a product
mix standpoint, yes, it is important to remember that we are today
as a standalone company largely in the women's health
business.
But if we think about the pro forma company, as an example for 2022
revenue, women's health would be less than half of that revenue.
And of course the whole exome, whole genome capabilities that we're
acquiring will become a substantial new area for us. And then, of
course, oncology remains an important area for us to invest behind
together, right. So those are sort of the major pieces to the pie.
And then I think over the longer term, certainly the intention has
been from the very beginning to take all these assets, all these
franchises and monetize data. And that's something that I think as
we look over, let's say a three to five year period will become a
more substantial slice of the revenue pie and very excited about
that.
<<Mark Massaro, Analyst, BTIG>>
Terrific. Yes. So you are planning to onboard Katherine Stueland
upon close of the merger while we saw another co-CEO structure in
the space recently that was for a company that had two materially
distinct commercial opportunities. I guess, Eric, how do you expect
to split the duties and responsibilities with Katherine? I also
noticed in your 8-K that Jamie Coffin, your President and COO
resigned for personal reasons recently. What can you say about any
hole that Jamie leaves? And do you see Katherine is filling that
hole? And meanwhile, are you also conducting a search for a new
COO?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yes, perfect Mark. And what I'll say is maybe back up a little bit
because of what I should have said in terms of the excitement
around GeneDx and driving into new areas, very complementary to the
driving of increased data and so on. But then there was also
Katherine, which I mentioned
– should have mentioned as one of the big attractions as well.
Somebody who not just as a hardcore operator in this arena, having
helped Sean George builds Invitae into the beast it is today. But
also sort of appreciating the vision of where this is going that
standardized genomic platform, generating genome scale of data for
every test, leveraging high-end informatics to make interpretations
like she just is into that vision.
And so will be kind of the perfect partner to help enable me focus
on really driving that information side, driving into the health
systems, driving uptake, driving into pharma, and kind of
demonstrating to all that these assets we're building, the patient
engagements to health systems are the pathway to the future where
precision medicine is delivered as standard of care and the data
and relationships we have will be a big attraction to pharma, while
Katherine can focus on the hardcore operations of that diagnostic
business, the commercial side.
So it's a very, very natural split, but I think synergistic given
we're so fully aligned on that future state. Katherine is
definitely going to – Jamie was a great partner, helping us get out
of Sinai, scaling this up, decided to move on for personal reasons.
But Katherine definitely will come in and head the operational
component. We also brought in Tony Prentice recently a known
seasoned hardcore clinical lab operations guy to kind of get that
machine humming better. So with Katherine they're overseeing
overall operations, and then the commercial side we think we have a
super solid team in addition to bringing some of that operational
excellence that GeneDx has so.
<<Mark Massaro, Analyst, BTIG>>
Terrific. So I saw that you guys called out that Pfizer
participated in your recent $200 million private placement
financing. What was Pfizer's interest here? And how should we think
of them as a potential strategic partner or material customer? And
what opportunities or applications or disease areas is Pfizer
talking to you about as it relates to your portfolio?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yes, so we had – as we went to raise the pipe for this acquisition
had been in some discussions with Pfizer prior to that. So I would
view Pfizer's participation as kind of a commitment to explore
harder ways we can partner. And if you think about what Pfizer's
been very public on in terms of where they're going to focus and
investment is going to go, it's rare disorders, oncology
inflammation and immune and even into the hospital business like
how do they get more involved in delivery of standard of care. And
you know, again, closing this research clinical divide through
accelerated precision medicine. So they have a focus and
orientation that's just a thousand percent aligned with Sema4 with
our focus on the rare disorder and people say women's health, but
remember a big majority of our women's health is reproductive
health, which is rare disorder focus. So again, it's a synergistic
complementation with GeneDx. Yes, so just kind of generally
exploring ways to partner with Pfizer along those different
dimensions.
<<Mark Massaro, Analyst, BTIG>>
Excellent. Maybe swinging back to your women's health business.
Obviously, your expanded carrier screening is a significant
component of your base business, but also non-invasive prenatal
testing. So how do you see demand dynamics playing out here given
that there are a number of
established labs operating here? So how do you win in these
segments? What are the key differentiators? And do you see a clear
path to providing double-digit growth in these segments, even with
players like Natera and others in the market?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yes, absolutely. So you got it right. So expanding carrier
screening NIPT, but just note increasingly diseases like breast
cancer, ovarian cancer, endometrial cancer, those are reproductive
health diseases as well. Women's health diseases, inheritable
cancer screening comes into play. So the differentiation really is
this, again, more standardized genomic backbone where you're
sequencing the patient wants, interpreting them multiple times
across – whether it's carrier screening or heritable cancer or even
more general polygenic risk scoring as that starts coming into play
in terms of a more expanded carrier screening base in
that.
So a much more comprehensive holistic offering, more comprehensive
on the individual tests like expanded carrier screening,
introducing completely novel genomic derived ancestry to compute
residual risk and the carrier screening arena.
So just like a lot of differentiation in both the exact tests we
offer, but also the constellation of tests, the service model that
we provide on engaging patients, remember, we’re engaging patients
more directly over 80% of them in that women’s health arena with a
onboard in our digital platform with a testing consent very broadly
for recontacting, for access to any and all medical information
generated on them to partner around their data.
They use apps that we provide to better engage that information,
help them manage through the journey. We’re deriving risk scores
for complications of pregnancy that are redefining standard of
care. We had a number of papers out over the last several months on
risk for postpartum hemorrhage of preeclampsia that are redefining
what’s possible in assessing those risks and standard of care. So
it’s just a very different in my view, differentiated play around
the more holistic engagement of physician and patient through that
the journey that we're on. And we don’t think we don’t see the
competitors anywhere near that.
<<Mark Massaro, Analyst, BTIG>>
Yes. Fair points. And for investors that are listening to this
webcast feel free to send me a question for the portal and I’ll do
my best to ask the question. All right. So moving on to some of
your collaboration agreements, obviously you’re working with Mount
Sinai, NorthShore University HealthSystem, AdventHealth, Avera
Health which I think collectively serves about 20 million patients.
So how many new health systems are you expecting to add in 2022?
How many patient lives do you expect to serve maybe by the end of
this or the following year?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yeah, I mean, I kind of looking at add that over, like say into
2023, where again the primary aim is not to have more than 10
learning base health systems. So again, the aim was not to drive as
many health systems as we could. We think gaining access through
fewer than 10 systems having access to 30, maybe as high as 40
million patients of through those systems. But really investing
heavily into what does it take to make those systems successful
with both their
information with the standardized genomics platform, with wiring
that in and a more seamless standard of care throughout this
system, like that’s what we’re really going to be focused on to
derive that precision medicine and precision oncology
solution.
And once we figure that out, how to do that more seamlessly and
automate and scalable way, then we’re going to be maybe mid to late
2023 and beyond, then we’ll be into scaling that to that kind of
solution to as many health systems as we can. And I’ll just say
with 20 to 40 million patients worth of data, we have a partnership
to look at the identified set of the clinical notes, abstracting
from that systematically restructuring those data, giving that
system back a data set that’s worth 5x to 10x what it was before
all of that processing and being able to put that into routine use
in terms of better managing patient risk and treatment solutions
and so on.
Like, we just think that’s going to be the solution of the future.
It’s that kind of intimate partnership in bringing pharma into that
partnership, which helps the system benefit as well as Sema4. We
think that’ll be a very compelling solution for all health systems
in the country post that.
<<Isaac Ro, Chief Financial Officer>>
Yeah, I totally agree, Mark. I just add, this quality versus
quantity conversation, I think is an important one for investors,
observers to think about because there are a lot of companies
solving for big and what we’re solving for is best. And I think
that’s just a different mindset because the world is not yet
defined what best is, but we know in our conversations with pharma,
that there are a lot of companies with a lot of data.
And what you can do with those data are limited by what you can
infer about the patient’s health. I mean, a genomic profile is an
abstract piece of information if you don’t have a bunch of other
stuff. And that’s what Eric’s talking about. I think that the
framework around which how you value that is still being created
today by the industry, but I encourage everyone to just try and
sketch it out for themselves and think about it like what you could
do as a drug company, if you had the ability to look at all this
stuff over time.
<<Eric Schadt, Founder and Chief Executive
Officer>>
So I like Isaac’s answer.
<<Mark Massaro, Analyst, BTIG>>
So, Eric, I know you have a lot of expertise in genomics among
other things, the genetic testing and ambience in mathematics. But
I’m curious to ask you about proteomics. So SomaLogic is talking
about developing diagnostic tests that can predict in individual’s
potential onset of developing cancer leveraging their proprietary
proteomics platform. To me this strategy seems synergistic to your
goal of developing patient predictive algorithms and practicing
true preventive medicine. So in what ways do you think your vision
might be similar to that if SomaLogic, what ways do you think they
might be different? And do you see any potential opportunity to
partner with them in the future?
<<Eric Schadt, Founder and Chief Executive
Officer>>
Yeah. So first of all, love what SomaLogic is doing. I view myself
as a multi-omic research type scientist at heart. Many of the
research activities I’m still involved integrating genomic
information with proteomic, with metabolomic, with epigenomic,
integrating that with clinical records. Like, so again, if you
think about it in terms of what do we need to do to build the most
holistic deep profiles of a patient over time, clearly layering and
proteins are pretty damn important for understanding of a given
individual.
So like we see ourselves and we’ve started giving this more and
more thought about how can we pull in strategic partnerships to
start expanding the type of profiling, molecular profiling that are
being done on patients and in particular and areas like cancer
we’re having those kinds of assays like SomaLogic has would be
super complementary.
And remember, I’m – as an investigator on CP Tech, which is kind of
think of it as a proteomics version of TCGA, pan-cancer profiling
consortium driven by the NCI. And what is that proteomics output
showing is that genomics alone isn’t enough like you’re not going
to get the identification of patients for recruitments into the
kinds of trials, because the net isn’t broad enough, but with
proteomics it becomes perhaps broad enough.
So yeah, so we view that in the medium to longer term, a core part
of what we absolutely need to do and would view kind of strategic
partnerships with a company like SomaLogic is a must because you
can’t do everything. You got to leverage what others are able to
innovate.
<<Mark Massaro, Analyst, BTIG>>
Yes. Fair enough. Isaac, back to you, I think post the close of
your expected acquisition timing of GeneDx, you’ll have about $400
million of pro forma cash in your balance sheet. Do you think, walk
us through like your M&A funnel. Do you think you may be back
looking at things this year could you speak broadly which areas you
might contemplate whether it’s something like therapy selection,
MRD, rare disease, women’s health and how should we think about
potential shareholder dilution of any of these deals going
forward?
<<Isaac Ro, Chief Financial Officer>>
Yeah. Great question. So I’ll frame the answer with two statements.
One is, we are still a relatively young public company and this is
a transformative deal for us. So mission one is make sure a good
job closing acquisition and integrating it and doing that well,
that’s like kind of table stakes, number one.
Number two is that we’re fortunate as you pointed out to be in a
very strong liquidity position on our balance sheet and we want to
keep it that way. And so all those factors combined, I would say
raises the bar for us to do anything else on M&A. So never say
never, but it’s just something where I think we have to be very
thoughtful about everything that I went into those two statements.
In addition to the fact that you mentioned dilution, I mean, we
certainly believe this deal is going to create shareholder
value.
We’re excited by that piece for sure. And anything else that we
might do with our equity capital or our cash needs to be
contemplated very carefully and certainly we’re very attentive to
the
market environment around us. So, I think really, we’re focused on
taking care of GeneDx staying with a strong balance sheet and the
good news is yes, we have lots of ambition in oncology. We have
from the start said that we want to get bigger there. I think it
probably, bears mentioning that there are lots of ways to do
that.
And so we are right now contemplating a couple different avenues to
say, as we continue to expand the oncology strategy, what’s the
best way to do that, given everything we said. And I think there’s
a lot of options in front of us, certainly, we have an opportunity
to get bigger in therapy selection and MRD and liquid biopsy has
gotten a lot of excitement for good reason. It’s a transformative
technology. So we are exploring avenues there, but again, all with
stewardship and execution in mind.
<<Mark Massaro, Analyst, BTIG>>
Excellent. Now your stock is down from where it was several months
ago. But that’s not unique to you. The whole space has gotten
unfortunately taken to the cleaners, I guess. What would you say
you think is most misunderstood about Sema4 the company and also
Sema4 the stock?
<<Isaac Ro, Chief Financial Officer>>
Sure. Well, easier to answer the first piece, right? The stock I
got out of the stock picking business as you know. I think, on the
misunderstood about our story. Look, as I mentioned earlier, there
is today, I think this awakening that data, genomic data, patient
data, all that can be extremely powerful and potentially very
valuable.
What’s missing is a framework to assess where everyone fits. And
we’ve tried to start doing that in our JPMorgan presentation with a
very cursory illustration of where we think the world looks today.
I think what really drew me to the company was Eric’s vision of
again, going in partnership with health systems, who are the
primary counterparties that control access to patients, and that we
think is unlikely to change anytime soon. Having that relationship
gives you the opportunity to access patient data and to process it
and work with it and do cool things with it.
And so it’s one thing to do it in a snapshot, and it’s one thing to
do it at scale. That’s another thing to do it at scale over time,
and then to do it dimensionally across multi-omics and all this
stuff. The three dimensional picture is what I think investors, I
would encourage to think about, because when you start doing that,
you start finding out that not all data sets are created equal. Not
all databases are the same, and AI is a cool catch phrase, but how
it’s applied, the outputs of that are directly informed by what you
put into it.
<<Eric Schadt, Founder and Chief Executive
Officer>>
And we look forward Mark to kind of proving this out through the
year, like it’s ours to prove to the market through delivering on
GeneDx at increased data, the collaboration with the health systems
and demonstrating monetization of that through pharma
collaboration.
<<Mark Massaro, Analyst, BTIG>>
Terrific. So we have time for one last question and I’ll ask it. So
obviously closing and integrating GeneDx has to be probably
priority number one. But other than that what would you say are
maybe the top three opportunities for Sema4 in 2022?
<<Eric Schadt, Founder and Chief Executive
Officer>>
So it’s driving again more rapid penetration into the health
systems, better uptake, better engagement around their data,
delivering that data back to them. So, number one priority. Number
two will be taking that growing asset and partnering, doing
transformative scale type deals with pharma to demonstrate the
value of that learning based partnership. And then third is clearly
is the integration of GeneDx into the mix and kind of filling out
that broad portfolio of genomic testing solutions to again drive
not just into the health systems, but into the oncology, women’s
health, rare disorder and newborn screening areas more
generally.
<<Mark Massaro, Analyst, BTIG>>
All right. I know we could go for another half an hour, but we are
tasked to keep this to 25 minutes. So guys, thanks so much for your
time today and hope you have a great day and we’ll be in touch
soon.
<<Eric Schadt, Founder and Chief Executive
Officer>>
Awesome and thanks Mark.
<<Isaac Ro, Chief Financial Officer>>
See you. Take care.
Cautionary Statement Regarding Forward Looking
Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transactions, including statements regarding the
anticipated benefits of the transactions, the anticipated timing of
the transactions, 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
communication, including but not limited to: (i) the risk that the
transactions may not be completed in a timely manner or at all,
which may adversely affect the price of Sema4’s securities, (ii)
the risk that the transactions may not be completed by the
acquisition deadline and the potential failure to obtain an
extension of the acquisition deadline if sought by either of the
parties, (iii) the failure to satisfy the conditions to the
consummation of the transactions, including approval by the
stockholders of Sema4 of the issuance of the stock consideration
pursuant to the merger agreement, the ratification of the required
consent condition, the satisfaction of the pre-closing
restructuring conditions and the other conditions specified in the
merger agreement, (iii) the inability to complete the private
placement financing in connection with the transactions and the
fact that Sema4’s obligation to consummate the mergers is not
conditioned on the completion of the private placement financing,
(iv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, (vi) the
effect of the announcement or pendency of the transactions on
Sema4’s or GeneDx’s business relationships, operating results and
business generally, (vii) risks that the transactions disrupt
current plans and operations of Sema4 or GeneDx and potential
difficulties in Sema4 or GeneDx employee retention as a result of
the transactions, (viii) the outcome of any legal proceedings that
may be instituted against Sema4 or GeneDx related to the merger
agreement or the transactions, (ix) the ability to maintain the
listing of Sema4’s securities on the Nasdaq Global Select Market,
(x) the price of Sema4’s securities may be volatile due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Sema4 and GeneDx operate, variations
in operating performance across competitors, and changes in laws
and regulations affecting Sema4’s or GeneDx’s business, (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the transactions, and identify
and realize additional opportunities, (xii) the risk of downturns
and a changing regulatory landscape in the highly competitive
healthcare industry, and (xiii) the size and growth of the markets
in which each of Sema4 and GeneDx 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 Sema4’s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2021, filed with
the U.S. Securities and Exchange Commission (the “SEC”) and other
documents filed by Sema4 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 assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Sema4 gives
no assurance that either GeneDx or Sema4 or the combined company
will achieve its expectations.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transactions, Sema4 intends to file
a proxy statement with the SEC. The proxy statement will be sent to
the stockholders of Sema4. Sema4 also will file other documents
regarding the proposed transactions with the SEC. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SEMA4 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
TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. 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 Sema4 through the website maintained by
the SEC at www.sec.gov.
The documents filed by Sema4 with the SEC also may be obtained free
of charge at Sema4’s investor relations portion of its website at
www.sema4.com or upon written request to Sema4 Holdings Corp., 333
Ludlow Street, North Tower, 8th Floor, Stamford, Connecticut,
06902.
Participants in Solicitation
Sema4 and GeneDx and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Sema4’s stockholders in connection with the proposed
transactions. Information about Sema4’s directors and executive
officers and their ownership of Sema4’s securities is set forth in
Sema4’s filings with the SEC. To the extent that holdings of
Sema4’s securities have changed since the amounts printed in
Sema4’s Registration Statement on Form S-1 (File No. 333-258467),
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 acquisition will be contained in
the proxy statement when available. You may obtain free copies of
these documents as described in the preceding
paragraph.
No Offer or Solicitation
This communication does 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.
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