SomaLogic, a global leader in proteomics technology, powered by a proprietary platform, the largest clinical proteomic database and next generation artificial intelligence and machine learning, and CM Life Sciences II (NASDAQ: CMIIU), a special purpose acquisition company, or SPAC, sponsored by affiliates of Casdin Capital, LLC and Corvex Management LP, today announced that they have entered into a definitive business combination agreement. Upon closing of the transaction CM Life Sciences II will be renamed and its common stock will be listed on the Nasdaq Global Market under ticker symbol “SLGC.”
“This is a powerful business combination for SomaLogic that will bring significant capital and intellectual resources to propel the next chapter of the company’s growth,” said Roy Smythe, M.D., SomaLogic’s Chief Executive Officer. “We believe we are uniquely positioned as a first-mover across various market segments and a leader as both a proteomics research enabler and proteomics clinical applications company. In our view, the resources and partnership provided will super charge our commercial growth strategy and we are excited to work with CM Life Sciences II leadership to push proteomics and our company to deliver greater human biologic insight and make a positive impact on both human health and disease management.”
SomaLogic is a commercial stage proteomics company with over 300 established industry partnerships and customers. The company’s pioneering technology platform is uniquely capable of becoming a universal proteomics solution. Proprietary aptamers, which are target specific oligonucleotides, facilitate both broad and precise protein measurements. The SomaScan® Assay measures 7,000 human proteins in a single sample, with high specificity, low variance and high reproducibility, enabling the possibility of faster, more precise drug discovery for researchers. Artificial intelligence and machine learning powered bioinformatics algorithms operated in tandem with the company’s database of over 450,000 samples create SomaSignal™ Tests, industry leading clinical proteomic diagnostic applications, which provide additional insights to a wide customer base. Findings using this patented technology have been published by the company or collaborators in more than 250 scientific and clinical manuscripts with leading KOLs.
“The long promised power of proteomics is quickly becoming a commercial and clinical reality and in our view, SomaLogic is the leading platform in the field” said Eli Casdin, CEO of CM Life Sciences II. “What is needed to accelerate this transformation from promise to reality is human and financial capital, and the CMLS II team could not be more honored to provide both through this merger.” added Eli Casdin.
In addition to the approximately $276 million currently in CM Life Sciences II’s trust account, a group of leading institutional investors have committed to participate in the transaction through a common stock PIPE of $375 million. PIPE investors include funds advised by Casdin Capital, Corvex Management, Janus Henderson Investors, SB Management, a subsidiary of SoftBank Group, funds and accounts advised by T. Rowe Price Associates, Inc., separate accounts advised by ARK Invest, Farallon Capital, Perceptive Advisors, funds and accounts managed by Counterpoint Global (Morgan Stanley), other existing investors and a new strategic investor Illumina and an existing strategic investor Novartis Pharma AG.
The combined company is expected to receive cash proceeds of up to approximately $651 million at the closing, up to $50 million of which will be used to repurchase shares from legacy investor stockholders. The remainder of the cash proceeds will be available to SomaLogic in its business operations. The combined company will continue to operate under the SomaLogic management team. The transaction, which values SomaLogic at a pre-transaction enterprise value of approximately $1.23 billion, is expected to close during the third quarter of 2021, following regulatory approval and approval for a Nasdaq listing.
Proceeds from the transaction will provide SomaLogic with significant additional capital to drive organic growth initiatives including technology development, new product offerings, expansion of commercial infrastructure and the pursuit of additional health system partnerships as well as other targeted growth opportunities to deliver universal proteomics solutions to more customers and healthcare providers.
“We are thrilled to partner with Roy and the entire SomaLogic team. We believe our capital and strategic partnership will help SomaLogic accelerate its growth and further solidify its market position as the leading enabling platform and clinical applications company in the proteomics space. It is truly unique to have the opportunity to partner with a company that we anticipate having long term revenue growth rates of at least 30%, while also helping to drive health outcomes at scale” stated Keith Meister, Chairman of the Board of CM Life Sciences II.
On March 29, 2021, CM Life Sciences II entered into a definitive agreement to combine with SomaLogic. The transaction is expected to deliver up to $651 million of gross proceeds, including the contribution of up to $276 million of cash held in CM Life Sciences II’s trust account from its initial public offering in February 2021 (assuming no redemptions from the trust account) and $375 million from committed equity PIPE funding from a group of institutional and life sciences investors as well as strategic investors.
In the transaction, SomaLogic shareholders will receive common stock of CM Life Sciences II and, at their election, up to $50 million in cash in exchange for shares of SomaLogic. Upon completion of the transaction, SomaLogic expects to have up to $686 million in cash available from the transaction ($651 million from the transaction plus existing cash on its balance sheet at closing less $85 million in share repurchases and transaction expenses) to fund operations and support new and existing business initiatives.
The transaction has been approved by each of CM Life Sciences II’s and SomaLogic’s Board of Directors and the number of SomaLogic’s largest stockholders necessary to approve the combination have agreed to vote in favor of the transaction. The transaction is subject to the approval of the CM Life Sciences II shareholders and other customary conditions, and is expected to close in the third quarter of 2021.
SomaLogic board at closing is anticipated to include new directors Kevin Conroy, Chairman and CEO of Exact Sciences, Troy Cox, former CEO of Foundation Medicine and Senior Vice President of U.S. BioOncology for Genentech, Steve Quake the Lee Otterson Professor of Bioengineering and Professor of Applied Physics at Stanford University and other industry leaders to be named later.
Additional information about the proposed transaction, including a copy of the Merger Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
Jefferies LLC is acting as sole financial advisor and capital markets advisor and White & Case LLP is serving as legal advisor to CM Life Sciences II. Jefferies LLC, Cowen and Company, LLC and J.P. Morgan Securities LLC acted as PIPE placement agents.
J.P. Morgan Securities LLC and Cowen and Company, LLC are serving as financial advisors, and Reed Smith LLP is serving as legal advisor to SomaLogic.