Mount Sinai Genomics, Inc. signed a letter of intent to acquire CM Life Sciences, Inc. (NasdaqCM:CMLF) from CMLS Holdings LLC, Eli D. Casdin, Keith A. Meister and others in a reverse merger transaction on January 22, 2021. Mount Sinai Genomics, Inc. entered into a definitive business combination agreement to acquire CM Life Sciences, Inc. from CMLS Holdings LLC, Eli D. Casdin, Keith A. Meister and others for $2.4 billion in a reverse merger transaction on February 9, 2021. The transaction implies a $2.1 billion post-merger enterprise value. The proforma ownership in the combined company consists of 65% of Sema4 rollover shareholders, 14% PIPE investors, 17% CM Life Sciences public investors and 4% CM Life Sciences sponsors. Upon closing of the transaction, CM Life Sciences will be renamed and its common stock will be listed on the Nasdaq Global Market under a name and a ticker symbol to be announced at a later date.

Under the transaction, Sema4 board at closing will include Nat Turner, Emily Leproust and Eli Casdin. The transaction is subject to the approval of the CM Life Sciences shareholders, CMLS having at least $5,000,001 of net tangible assets as described under the terms of the merger agreement, the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other customary conditions. The transaction has been unanimously approved by each of CM Life Sciences' and Sema4's Board of Directors and substantially all of the shareholders of Sema4. The meeting of the shareholders of CM Life Sciences is scheduled on June 21, 2021. The transaction is expected to close in the second quarter of 2021. The transaction is expected to be completed in third quarter of 2021.

Jefferies LLC acted as the sole financial advisor, lead capital markets advisor, and sole placement agent, with Cowen and Company, LLC also acting as a capital markets advisor, and Matthew Kautz, Joel Rubinstein, Andres Liivak, Steven Gee and Henrik Patel of White & Case LLP acting as the legal advisors to CM Life Sciences. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as the financial advisors, and Ethan A. Skerry, Robert A. Freedman, David K. Michaels, Nicolas H. R. Dumont, Matthew Cantor, Jake Handy, Mark S. Ostrau, Helen Christakos and David Forst of Fenwick & West LLP acted as the legal advisor to Sema4. D.F. King & Co., Inc. acted as proxy solicitor to CM Life Sciences and will pay $25000, plus disbursements, and will reimburse D.F. King for its reasonable out-of-pocket expenses and indemnify D.F. King and its affiliates against certain claims, liabilities, losses, damages and expenses. Continental Stock Transfer & Trust Company acted as transfer agent to CM Life Sciences.

Mount Sinai Genomics, Inc. completed the acquisition of CM Life Sciences, Inc. (NasdaqCM:CMLF) from CMLS Holdings LLC, Eli D. Casdin, Keith A. Meister and others in a reverse merger transaction on July 22, 2021. The resulting combined company, Sema4 Holdings Corp, will commence trading of its shares of common stock and warrants on the Nasdaq Global Select Market under the ticker symbols "SMFR" and “SMFRW” on July 23, 2021. Eric Schadt, Founder and Chief Executive Officer of Sema4, and Sema4's current executive team will continue to lead the combined company. Following the business combination, the Sema4 Board of Directors includes several prominent executives previously unaffiliated with Sema4: Eli Casdin, Emily Leproust, Chief Executive Officer of Twist Biosciences, Jason Ryan, most recently Chief Operating and Financial Officer of Magenta Therapeutics, and Nat Turner, co-founder of Flatiron Health. They join directors Dennis Charney, Michael Pellini, Joshua Ruch, Schadt, and Rachel Sherman. The merger was approved by the stockholders of CM Life Sciences on July 21, 2021. Sema4 intends to use the influx of capital approximately $500 million in cash proceeds to support its organic operating needs and capitalize on inorganic opportunities to accelerate growth through the acquisition of complementary businesses.