Adagio Medical and ARYA Sciences Acquisition IV today announced a definitive business combination agreement at an enterprise value of $113 million. The target develops catheter ablation technologies for treatment of cardiac arrhythmias.
If approved, upon closing Adagio Medical will become a subsidiary of Aja Holdco and list on the Nasdaq under the ticker symbol ADGM.
The announcement comes less than two weeks after ARYA IV deployed its final deadline extension. The new deal deadline is March 2.
Investors have committed to provide $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). Investors in this financing include affiliates of the SPAC’s sponsor Perceptive Advisors, as well as RA Capital Management, RTW Investments and ATW Partners.
The deal implies a post-transaction fully diluted equity value of $128 million for the combined company. Current Adagio shareholders and holders of certain vested equity awards are converting 100% of their existing equity 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.
At closing, current investors in Adagio (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%, with the SPAC’s shareholders owning the remainder.
ARYA Sciences IV raised $130 million almost three years ago to focus on the healthcare industry in the United States and other developed countries.
Stifel, Nicolaus & Company is financial advisor to Adagio Medical. Jefferies is acting as financial and capital markets advisor to ARYA, as well as sole private placement agent. Chardan Capital Markets is sole placement agent for the convertible debt. Reed Smith is legal counsel to Adagio. Kirkland & Ellis is serving as legal counsel to ARYA. White & Case is acting as legal counsel to Jefferies, Stifel and Chardan. Read more.
