Genedx Holdings Corp. · NASDAQ:WGS
Genedx — Sema4 Holdings — Merger or Acquisition (January 2022)
20 slides from Genedx's merger presentation, Jan 18, 2022
Slide 1: Acquiring GeneDx to Strengthen our Market-Leading AI-Driven Genomic & Clinical Data Platform
Acquiring GeneDx to Strengthen our Market-Leading AI-Driven Genomic & Clinical Data Platform Exhibit 99.2
Slide 2: Disclaimer
2 Disclaimer This confidential presentation (this “presentation”) is being delivered to you by Sema4 Holdings Corp. (“Sema4”) and GeneDx, Inc. (“GeneDx”) for use by and Sema4 and GeneDx in connection with Sema4’s proposed acquisition of GeneDx and Sema4’s proposed offering of Class A common stock (“
Slide 3: Accelerating Profitability
Accelerating Profitability 16% Gross Margin (FY22 Pro Forma)2 50% Gross Margin (FY25 Target)2 Positive FCF (by YE25)2 Total Acquisition Consideration up to $623M3 $473M Upfront Up to $150M Revenue Milestones Enhancing Our Reach into Health Systems and Pharma Leading Franchise in Women’s Health1 Lead
Slide 4: Deal Rationale
4 + Clinical NGS 80%+ of 2022E pro forma revenue Clinical Exomes 30% of revenue growing to 80% next few years2 Managing 46+ petabytes of data growing at an accelerated pace Our Health System Partners serve 20M+ patients Women's Health, 48% Oncology, 5% Whole Exome/Genome, 25% Data & Pharma, 5% Other
Slide 5: Who is GeneDx?
Who is GeneDx? 5 Relationships: Entrenched relationships with leading hospitals Product: #1 rare disorders franchise with industry-leading clinical exome sequencing1 Competitive Advantage: Industry-leading curated data asset1 Talent: Experienced management and engineering team with deep genetics exp
Slide 6: A Market-Leading AI-Driven Genomic & Clinical Data Platform
A Market-Leading AI-Driven Genomic & Clinical Data Platform 6 ▪ Sema4: 288K tests/year, 500K+ genomic profiles ▪ GeneDx: 145K tests/year, 300K+ clinical exomes with 180K+ patient-child trios for deeper insights Generating Data/ Growing Patient Base More holistic patient engagement → bigger data ▪ Se
Slide 7: Enhancing Our Reach into Health Systems & Biopharma
Centrellis® Health System Dominant Partnership Pharma Dominant Partnership HS-Pharm Synergistic Partnership Enhancing Our Reach into Health Systems & Biopharma Drug Discovery Collaboration Precision Medicine Drug Screening Collaboration Clinical Trial Match and Recruitment into Trials w/Health Syste
Slide 8: Broader Portfolio Increases Longitudinal Engagement and Enhances Centrellis
Broader Portfolio Increases Longitudinal Engagement and Enhances Centrellis® 8 Women’s Health: $4B NICU & Outpatient: $3B Substantial cost savings via early screening Newborn Screening: $10B Increasing inclusion of genetics in screening programs Reimbursement expanding via ACOG guidelines Genomic He
Slide 9: Accelerating Our "One Test" Platform with GeneDx's Universal Genomics Chassis
9 Accelerating Our “One Test” Platform with GeneDx's Universal Genomics Chassis Provider-initiated order across all Sema4 germline genomic tests Automated software query of generated data Ability to order subsequent tests for insights across a broad array of diseases and conditions/wellness GENERATE
Slide 10: Deal Structure & Financing Terms
Deal Structure & Financing Terms 10
Slide 11: Illustrative Pro Forma Revenue Growth and Path to Profitability
$32 $29+2 $147 $175+2 $95 $116 2020A 2021E 11 Illustrative Pro Forma Revenue Growth and Path to Profitability1 +20%Revenue Growth3 5%Adjusted Gross Margin ($226)Proforma FCF4 ($mm) Standalone Revenue (Historical and Estimated, $ millions) Pro Forma (ex-COVID, $ millions) Long-Term Growth $175+ $220
Slide 12: Summary Acquisition Terms
Summary Acquisition Terms 12 Expected closing in Q2, subject to Sema4 stockholder approval and customary conditions ~$400M balance sheet cash pro forma for transaction provides ample flexibility Timing Pro Forma Capitalization Cash $150M Equity $323M (80.0M @ $4.04/share)1 Total Upfront $473M 2022 G
Slide 13: $200M in Committed Financing Alongside The Acquisition
$200M in Committed Financing Alongside The Acquisition 13 Equity Form PIPE (Common Stock) Size $200M Terms/Pricing $4.00 Shares 50M Expected Closing Date Substantially concurrent with close of the acquisition, subject to the satisfaction of customary closing conditions. Private placement from leadin
Slide 14: Creating the Leading Genomic Data Platform, from Generation to Insights
Creating the Leading Genomic Data Platform, from Generation to Insights 14 + Serving Patients Throughout Life, Deeply Integrated Within Health Systems Driving Growth and Scale in Genomic Diagnostics Complementary Revenue Streams and Margin Optimization Opportunity Strengthening Market-Leading Data &
Slide 15: Q&A
Q&A 15
Slide 16: Appendix
Appendix 16
Slide 17: Leadership: Focused on Scaling and Driving Operational Excellence
Jason Ryan Leadership: Focused on Scaling and Driving Operational Excellence Katherine Stueland President & CEO, GeneDx Eric Schadt Founder & CEO, Sema4 CO-CEO STRUCTURE Focus on: Strategic Partnerships & R&D Focus on: Commercial & Operations 17 BOARD OF DIRECTORS1 Dennis Charney Nat TurnerEmily Lep
Slide 18: Business Mix (2021)
18 Business Mix (2021) FY2021E1 FY2021E1 Pro Forma1 REVENUE $204-206M $116M $320-322M % Growth 19%2 22% 20%2 VOLUME 288K1 145K 430K % Growth 37%2 29% 35%2 TEST MIX Large Carrier 51% NIPT 9%Oncology 5% Other 35% Rare 21% Neuro 19% Oncology 10% CV 8% Exome 42% Large Carrier 34% NIPT 6% Oncology 6% Rar
Slide 19: Providing Direct Access to Huge Tangible and Addressable Markets
Providing Direct Access to Huge Tangible and Addressable Markets 19 1 1 $50B+ FAMILY HEALTH GENOMIC TESTING Women’s Health & Pediatrics = $17B Adult Screening = $16B Oncology = $18B $35B+ PHARMA & DATA INFORMATION SERVICES Research & Development = $15B Clinical Development = $8B Health Solution = $1
Slide 20: Depth and Breadth of Combined Dataset to Catalyze Secondary Data Monetization
Research & Development $15B1 Clinical Development $8B1 Health Solutions $12B1 Depth and Breadth of Combined Dataset to Catalyze Secondary Data Monetization 20 DATA & PHARMA INFORMATION SERVICES $35B Lead identification to help de-risk programs Preclinical/Phase 1: Reduce trial duration, minimize dos
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