Combined Company expects to receive
approximately $42 million from equity
and convertible note investors at closing.
LAGUNA
HILLS, Calif., Feb. 14,
2024 /PRNewswire/ -- Adagio Medical, Inc. ("Adagio
Medical"), a leading innovator in catheter ablation technologies
for treatment of cardiac arrhythmias, and ARYA Sciences Acquisition
Corp IV (Nasdaq: ARYD) ("ARYA"), a special purpose acquisition
company that is sponsored by an affiliate of Perceptive Advisors,
LLC ("Perceptive Advisors"), today announced they have entered a
definitive agreement (the "business combination agreement") for a
business combination (the "transaction"). Upon closing of the
transaction, Adagio Medical will become a subsidiary of Aja Holdco,
Inc. (the "Combined Company"), which will operate with the existing
Adagio Medical management team under the name "Adagio Medical,
Inc." The Combined Company's common stock is expected to be listed
on the Nasdaq Capital Market under the ticker symbol "ADGM".
Investors have committed to participate in the transaction in
the form of $20 million in
convertible debt (which includes bridge financing for the period
between signing and closing) and $22
million in equity financing (which includes the
non-redemption of cash in ARYA's trust account). Investors in
the financing include affiliates of Perceptive Advisors, RA Capital
Management ("RA Capital"), RTW Investments and ATW Partners.
"The business combination agreement and Adagio Medical's
evolution to a public company is a natural next step in our
relationship with Perceptive Advisors and other investor groups who
have long supported Adagio Medical's innovations aimed to improve
the efficacy of cardiac ablations," said Olav Bergheim, President and Chief Executive
Officer of Adagio Medical. "We are expanding the clinical
trials program for Adagio Medical's proprietary ultra-low
temperature cryo ("ULTC") and pulsed field cryoablation ("PFCA")
technologies, with some of the pivotal data and new product
launches expected in the first half of 2024. The business
combination and related financings with ARYA will ensure that the
company has sufficient capital to support its European
commercialization of Adagio Medical's ULTC system for treatment of
ventricular tachycardias ("VT") and initiation of the US Pivotal VT
IDE trial and to further advance our worldwide ULTC and PFCA
clinical programs for atrial fibrillation."
"When Arya IV was formed, our objective was to identify a
company with the potential to successfully address a significant,
unmet need and to advance the treatment of patients," said
Adam Stone, Chief Investment Officer
of Perceptive Advisors and Chief Executive Officer of ARYA. "In
Adagio Medical, we've come to believe that the company's innovative
cardiac ablation technology, thoughtful commercialization strategy,
and experienced leadership team make it an exceptional fit to meet
our objectives."
Summary of Transaction
The transaction implies a
post-transaction fully diluted equity value of the Combined Company
of $128 million and a fully diluted
enterprise value of $113 million, as
further described in the Investor Presentation (as defined below).
Current Adagio Medical shareholders and holders of certain vested
equity awards are converting 100% of their existing equity
interests into shares or equivalent awards of the Combined Company.
Non-redeeming holders of ordinary shares of ARYA will be converting
their ordinary shares into common stock of the Combined Company on
a one for one basis.
Subject to the assumptions described in the Investor
Presentation, at closing, current investors in Adagio Medical
(excluding Perceptive Advisors and RA Capital) are expected to own
approximately 10.2% and Perceptive and ARYA Sciences Holdings IV,
an affiliate of Perceptive Advisors and sponsor of ARYA,
collectively, are expected to hold approximately 58.2% of the
Combined Company.
The respective boards of directors of both ARYA and Adagio
Medical have approved the proposed transaction. Completion of the
transaction, which is expected in the second quarter of 2024, is
subject to approval of ARYA's and Adagio Medical's shareholders and
the satisfaction of certain other customary closing conditions.
The foregoing description of the proposed transaction is
qualified in its entirety by reference to the full text of the
agreements executed and to be executed in connection with the
transaction. Additional information about the proposed transaction,
including a copy of the business combination agreement and an
investor presentation (the "Investor Presentation"), will be
provided in a Current Report on Form 8-K to be filed by ARYA with
the U.S. Securities and Exchange Commission (the "SEC"), and will
be available at www.sec.gov. In addition, the Combined Company
intends to file a Registration Statement on Form S-4 with the SEC,
which will include a proxy statement/prospectus, and will file
other documents regarding the proposed transaction with the
SEC.
Advisors
Stifel, Nicolaus & Company, Incorporated
("Stifel") is acting as financial advisor to Adagio Medical.
Jefferies LLC ("Jefferies") is acting as financial and capital
markets advisor to ARYA, as well as sole private placement agent.
Chardan Capital Markets, LLC ("Chardan") is acting as sole
placement agent for the convertible debt. Reed Smith LLP is acting
as legal counsel to Adagio Medical. Kirkland & Ellis LLP is
serving as legal counsel to ARYA. White & Case LLP is acting as
legal counsel to Jefferies, Stifel and Chardan.
About Adagio Medical
Adagio Medical, Inc. is a
privately held company located in Laguna Hills,
California, developing innovative cryoablation technologies
that create contiguous, transmural lesions to treat cardiac
arrhythmias, including paroxysmal and persistent atrial
fibrillation, atrial flutter, and ventricular
tachycardia.
About ARYA
ARYA is a blank check company incorporated
as a Cayman Islands exempted
company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses or entities. ARYA
is led by Chairman Joseph Edelman,
Chief Executive Officer Adam Stone,
Chief Financial Officer Michael
Altman and Chief Business Officer Konstantin Poukalov.
Forward-Looking Statements
Certain statements in this
press release (this "Press Release") may be considered
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or future financial or operating
performance of ARYA, Adagio Medical or the Combined Company. For
example, any statements that refer to expectations, projections or
other characterizations of future events or circumstances,
including post-transaction fully diluted equity value, the
anticipated enterprise value of the Combined Company, expected
ownership in the Combined Company, projections of market
opportunity and market share, the capability of Adagio Medical's or
the Combined Company's business plans including its plans to
expand, the sources and uses of cash from the proposed transaction,
any benefits of Adagio Medical's partnerships, strategies or plans
as they relate to the proposed transaction, anticipated benefits of
the proposed transaction and expectations related to the terms and
timing of the proposed transaction, Adagio Medical's expected pro
forma cash, Adagio Medical's or the Combined
Company's expected cash runway through 2025 or statements
related to Adagio Medical's or the Combined Company's funding
gap, funded business plan or use of proceeds, or other metrics or
statements derived therefrom, are forward-looking statements. In
some cases, you can identify forward-looking statements by
terminology such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "forecast," "future," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"propose," "seek," "should," "strive," "will," or "would" or the
negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which may be beyond the control of
ARYA, Adagio Medical or the Combined Company and could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements
are based upon estimates and assumptions that, while considered
reasonable by ARYA and its management, Adagio Medical and its
management and the Combined Company and its management, as the case
may be, are inherently uncertain. Each of ARYA, Adagio Medical and
the Combined Company caution you that these statements are based on
a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. There will be risks
and uncertainties described in the proxy statement/prospectus
included in the Registration Statement on Form S-4 relating to the
proposed transaction, which is expected to be filed by the Combined
Company with the SEC, and described in other documents filed by
ARYA or the Combined Company from time to time with the SEC. These
filings may 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.
Neither ARYA nor Adagio Medical can assure you that the
forward-looking statements in this communication will prove to be
accurate.
In addition, new risks and uncertainties may emerge from time to
time, and it may not be possible to identify and accurately predict
the potential impacts of any such risks and uncertainties that may
arise in the future. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the proposed transaction; (2) the outcome of any potential
litigation, government or regulatory proceedings that may be
instituted against ARYA, Adagio Medical, the Combined Company or
others; (3) the inability to complete the proposed transaction due
to the failure to obtain approval of the shareholders of ARYA, to
obtain financing to complete the proposed transaction or to satisfy
other conditions to closing; (4) the amount of redemption requests
made by ARYA's public shareholders; (5) changes to the proposed
structure of the proposed transaction that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the proposed
transaction; (6) delays in obtaining, adverse conditions in, or the
inability to obtain regulatory approvals, or delays in completing
regulatory reviews, required to complete the proposed transaction;
(7) the ability to meet stock exchange listing standards prior to
or following the consummation of the proposed transaction; (8) the
risk that the proposed transaction disrupts current plans and
operations of Adagio Medical or the Combined Company as a result of
the announcement and consummation of the proposed transaction; (9)
Adagio Medical's ability to remain compliant with the covenants of
its existing debt, including any convertible or bridge financing
notes; (10) the Combined Company's ability to remain compliant with
the covenants of, and other obligations under, the senior secured
convertible notes that will be issued in connection with the
closing of the proposed transaction; (11) the ability to recognize
the anticipated benefits of the proposed transaction, which may be
affected by, among other things, competition, the ability of the
Combined Company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (12) costs related to the proposed
transaction; (13) risks associated with changes in applicable laws
or regulations and Adagio Medical's or the Combined Company's
international operations and operations in a regulated industry;
(14) the possibility that Adagio Medical or the Combined Company
may be adversely affected by other economic, business, and/or
competitive factors; (15) Adagio Medical's or the Combined
Company's use of proceeds, post-transaction fully diluted equity
value or fully diluted enterprise value, expected pro forma cash,
expected cash runway or funding gap, estimates of expenses and
profitability; and (16) the other risks and uncertainties set forth
in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in ARYA's Annual Report on
Form 10-K for the year ended December 31,
2022, its Quarterly Reports on Form 10-Q, and in other
documents filed, or to be filed, with the SEC by ARYA or the
Combined Company. There may be additional risks that ARYA, Adagio
Medical or the Combined Company do not presently know or that ARYA,
Adagio Medical or the Combined Company currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. Actual events
and circumstances are difficult or impossible to predict and may
materially differ from assumptions. Many actual events and
circumstances are beyond the control of ARYA, Adagio Medical and
the Combined Company.
Nothing in this Press Release should be regarded as a
representation or warranty by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved, in any specified time frame, or at all. You should not
place undue reliance on forward-looking statements, which speak
only as of the date they are made in this Press Release. Subsequent
events and developments may cause those views to change. Neither
ARYA, Adagio Medical nor the Combined Company undertakes any
duty to update these forward-looking statements.
No Offer or Solicitation
This press release does not
constitute (i) a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the potential
transaction or (ii) an offer to sell, a solicitation of an
offer to buy, or a recommendation to purchase any securities of
ARYA, Adagio Medical or the Combined Company, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act, or an exemption therefrom.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed
transaction, the Combined Company intends to file with the SEC
a Registration Statement on Form S-4 (the "Registration Statement")
containing a preliminary proxy statement of ARYA and a preliminary
prospectus of the Combined Company, and after the Registration
Statement is declared effective, ARYA expects to mail a definitive
proxy statement/prospectus related to the proposed transaction to
its shareholders. The proxy statement/prospectus will contain
important information about the proposed transaction and the other
matters to be voted upon at ARYA's shareholder meeting to be held
to approve the proposed transaction. ARYA and the Combined Company
may also file other documents with the SEC regarding the proposed
transaction. This Press Release does not contain all the
information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed
transaction. Before making any voting or other investment
decisions, shareholders of ARYA and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus and any amendments thereto, the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed transaction, as these materials will contain
important information about ARYA, Adagio Medical and the proposed
transaction. After the Registration Statement becomes
effective, the definitive proxy statement/prospectus and other
relevant materials for the proposed transaction will be mailed to
shareholders of ARYA as of a record date to be established for
voting on the proposed transaction. Shareholders will also be able
to obtain copies of the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
ARYA Sciences Acquisition Corp IV, 51 Astor Place, 10th
Floor, New York, New York,
Attention: Secretary.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
ARYA and its
respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from ARYA's
shareholders with respect to the proposed transaction. A list of
the names of ARYA's directors and executive officers and a
description of their interests in ARYA is contained in ARYA's
Annual Report on Form 10-K, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov, or
by directing a request to ARYA Sciences Acquisition Corp IV, 51
Astor Place, 10th Floor, New York, New
York, Attention: Secretary. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed transaction when available.
Investors, security holders and other interested persons of ARYA,
Adagio Medical and the Combined Company are urged to carefully read
in their entirety the proxy statement/prospectus and other relevant
documents that will be filed with the SEC, when they become
available, because they will contain important information about
the proposed transaction. Also see above under the heading
"Important Additional Information Regarding the Transaction Will Be
Filed With the SEC."
Adagio Medical and the Combined Company, and their directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of ARYA in connection
with the proposed transaction. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed transaction will be included in the proxy
statement/prospectus for the proposed transaction when
available.
CONTACT
Adagio Medical:
Ilya Grigorov
Vice President, Global Marketing and Product Management of Adagio
Medical, Inc.
igrigorov@adagiomedical.com
ARYA:
Michael Altman
Chief Financial Officer of ARYA Sciences Acquisition Corp IV
Arya4@perceptivelife.com
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SOURCE Adagio Medical, Inc.