SomaLogic, Inc. entered into the non-binding letter of intent to acquire CM Life Sciences II Inc. (NasdaqCM:CMII.U) from Casdin Capital, LLC, Corvex Management LP and others for $1.5 billion in a reverse merger transaction on March 9, 2021. SomaLogic, Inc. entered into definitive agreement and plan of merger to acquire CM Life Sciences II Inc. from Casdin Capital, LLC, Corvex Management LP and others in a reverse merger transaction on March 28, 2021. 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. Upon the Closing, the former SomaLogic stockholders are expected to hold, in the aggregate, approximately 61.7% of the outstanding shares of the post-combination company. Upon closing of the transaction CM Life Sciences II will be renamed to SomaLogic, Inc and its common stock will be listed on the Nasdaq Global Market under ticker symbol “SLGC.” The business combination can be terminated by SomaLogic or CM Life Sciences II Inc. if not consummated by December 31, 2021.

Immediately after the effective time, the Board of Directors and executive officers of the surviving corporation shall be the Board of Directors and executive officers of the company as of immediately prior to the effective time. The current directors of CM Life Sciences II Inc will resign at the time of the business combination. Immediately after the closing of the business combination, CMLSII Board of Directors will consist of up to nine directors, which will initially include: (i) Kevin Conroy, Troy Cox and Steve Quake, as designees of CMLSII and subject to the approval of the board of directors of SomaLogic; (ii) Eli Casdin, as designee of SomaLogic; and (iii) the remaining director nominees to be designated by SomaLogic pursuant to written notice to CMLSII as soon as reasonably practicable following the date of the Merger Agreement. The board of directors of CMLSII following the closing of the business combination will have a majority of “independent” directors for the purposes of Nasdaq rules, each of whom will serve in such capacity in accordance with the terms of CMLSII's organizational documents following the effective time. The combined company will continue to operate under the SomaLogic management team.

The consummation of the merger is conditioned upon, among other things, (a) receipt of CMLSII's stockholder approval, (b) CMLSII having at least $5,000,001 of net tangible assets as described under the terms of the Merger Agreement, (c) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and (d) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination. The transaction is also subject to the receipt of the required approval by the stockholders of SomaLogic who have agreed to vote in favor of the transaction, regulatory approval, and the satisfaction of certain other customary closing conditions. The obligations of SomaLogic to consummate the merger also are conditioned upon, among other things, (a) customary closing conditions, including, without limitation, CMLSII's delivery of certain agreements, (b) the aggregate cash proceeds from CMLSII's trust account, together with the proceeds from the PIPE Investment equaling no less than $250 million and (c) the approval by Nasdaq of CMLSII's listing application in connection with the business combination. The waiting period under the HSR Act with respect to the business combination expired on May 10, 2021. The business combination was unanimously approved by the Boards of Directors of each of CMLSII and SomaLogic. The Board of CM Life Sciences II Inc. recommended the shareholders to vote in favor of the transaction. CM Life Sciences' stockholders will hold a special meeting on September 4, 2021 to approve the transaction. The registration statement for the business combination has been declared effective by the US Securities Exchange Commission on August 16, 2021. On August 31, 2021, shareholders of CM Life Sciences II Inc. approved the transaction. The business combination is expected to close in the third quarter of 2021. As of July 22, 2021, the transaction is expected to be completed in the third quarter of 2021. 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.

Jefferies LLC is acting as sole financial advisor and capital markets advisor and Matthew Kautz, Andrew J. Ericksen, Patti Marks, Henrik Patel, Andres Liivak, Charles Larsen, Anita Varma, Paul Pittman, Rebecca Farrington, Steven Gee and Joel Rubinstein of White & Case LLP is serving as legal advisor to CM Life Sciences II. J.P. Morgan Securities LLC and Cowen and Company, LLC are serving as financial advisors, and Herbert F. Kozlov, Ari Edelman, Lynwood E. Reinhardt, Jared Kelly, Moshe J. Kupietzky of Reed Smith LLP is serving as legal advisor to SomaLogic. Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to CM Life Sciences II for a fee of $0.4 million, of which $0.25 million became payable upon the delivery of Houlihan Lokey's opinion. Continental Stock Transfer & Trust Company is transfer agent for its shares. D.F. King & Co., Inc. is acting as proxy solicitor for CM Life Sciences II and will receive a fee of $25,000. Brian Kim, Harrison Callaway and Brett Malinowski of Stifel Financial Corp. (NYSE:SF) acted as financial advisors to SomaLogic, Inc.