- Business combination transaction with ARYA Sciences Acquisition
Corp IV, a special purpose acquisition company sponsored by an
affiliate of Perceptive Advisors, closed on July 31, 2024
- Publicly traded company renamed Adagio Medical Holdings, Inc.,
with Adagio Medical as an operating subsidiary
- Common stock expected to commence trading under ticker symbol
“ADGM” on the Nasdaq Capital Market on August 1, 2024
Adagio Medical, Inc. (“Adagio Medical”), a leading innovator in
catheter ablation technologies for treatment of cardiac
arrhythmias, announced today the completion of its business
combination with ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD;
or “ARYA IV”), a special purpose acquisition company sponsored by
an affiliate of Perceptive Advisors, LLC (“Perceptive Advisors”).
Upon closing the transaction, the shares of common stock of the
combined company, Adagio Medical Holdings, Inc., are expected to
commence trading under the ticker symbol “ADGM” on the Nasdaq
Capital Market on August 1, 2024, with Adagio Medical operating
under its current management team as a subsidiary of the combined
company.
The business combination was approved by the requisite number of
ARYA IV’s shareholders on July 26, 2024. The transaction had been
previously approved by the requisite number of Adagio Medical’s
stockholders. In connection with the business combination, the
combined company raised financing valued at approximately $84.2
million, which consisted of funds held in ARYA IV’s trust account,
a concurrent equity and warrant private placement (including $29.5
million of bridge financing used by Adagio Medical prior to closing
and funds from ARYA IV’s trust account not redeemed) led by, among
others, affiliates of Perceptive Advisors, RA Capital Management
and RTW Investments, and a concurrent convertible security
financing (including $7 million of bridge financing used by Adagio
Medical prior to closing) led by, among others, an institutional
investor and an affiliate of Perceptive Advisors.
“Adagio Medical was founded in 2011 with the vision to improve
ablation outcomes in patients with complex cardiac arrhythmias,”
said Olav Bergheim, Chief Executive Officer of Adagio Medical and
Adagio Medical Holdings, Inc. “Today’s transaction starts a new
chapter in this journey. Our principal focus will be on
commercialization of the vCLAS™ ultra-low temperature cryoablation
(ULTC) catheter for treatment of ventricular tachycardia (VT) which
we launched in Europe in Q2 this year, and on the execution of
FULCRUM-VT Pivotal IDE trial which was recently approved by the
U.S. Food and Drug Administration. We are grateful to all
participants in this business combination for sharing our vision
and for their trust in our technology and our team.”
“We are excited to partner with Adagio Medical to support the
development of its innovative ablation technologies for the
treatment of ventricular tachycardia and other cardiac
arrhythmias,” said Adam Stone, Chief Investment Officer of
Perceptive Advisors and CEO of ARYA IV. “We believe that their
ability to create deep and durable cardiac lesions is poised to
result in enhanced effectiveness and outcomes, as exemplified by
the promising data from its European and Canadian CRYOCURE-VT
trial, in a patient population that is underserved, and look
forward to working with the Adagio Medical team as they advance
their technology.”
Note Regarding Summary of Transaction
The description of the business combination of Adagio Medical
and ARYA IV (the “Business Combination”) contained herein is only a
high-level summary and is qualified in its entirety by reference to
the underlying documents filed with the U.S. Securities and
Exchange Commission (“SEC”). A more detailed description of the
terms of the transaction has been provided in a registration
statement on Form S-4 filed with the SEC by Adagio Medical
Holdings, Inc. (“New Adagio”), which the SEC declared effective on
July 12, 2024 and contains a definitive proxy/final prospectus
relating to the transaction.
Advisors
Stifel, Nicolaus & Company, Incorporated (“Stifel”) acted as
financial advisor to Adagio Medical. Jefferies LLC (“Jefferies”)
acted as financial and capital markets advisor to ARYA IV, as well
as sole private placement agent. Chardan Capital Markets, LLC
(“Chardan”) acted as sole placement agent for the convertible debt
and as capital markets advisor to ARYA IV. Reed Smith LLP acted as
legal counsel to Adagio Medical. Kirkland & Ellis LLP acted as
legal counsel to ARYA IV. White & Case LLP acted as legal
counsel to Jefferies, Stifel and Chardan.
About Adagio Medical
Adagio Medical is a developmental stage medical device company
located in Laguna Hills, California and focuses on developing
innovative cryoablation technologies that create contiguous,
transmural lesions to treat cardiac arrhythmias, including
paroxysmal and persistent atrial fibrillation, atrial flutter, and
ventricular tachycardia.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Special Note Regarding 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 IV, Adagio Medical or New Adagio. For
example, any statements that refer to expectations, projections or
other characterizations of future events or circumstances,
including the estimated or anticipated future results and benefits
of the combined company following the Business Combination,
including future opportunities for the combined company, 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 Adagio Medical or New Adagio 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 Adagio Medical and its
management and New Adagio and its management, as the case may be,
are inherently uncertain. Each of Adagio Medical and New Adagio
cautions 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 are risks and uncertainties
described in the definitive proxy/final prospectus relating to the
Business Combination, which has been filed by New Adagio with the
SEC, and described in other documents filed by ARYA IV or New
Adagio 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 IV nor
New Adagio 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 outcome of any potential litigation, government
or regulatory proceedings that may be instituted against Adagio
Medical, New Adagio or others; (2) the ability to meet stock
exchange listing standards following the consummation of the
Business Combination; (3) the risk that the Business Combination
disrupts current plans and operations of Adagio Medical or New
Adagio as a result of the announcement and consummation of the
Business Combination; (4) Adagio Medical’s ability to remain
compliant with the covenants of its existing debt, including any
convertible or bridge financing notes; (5) New Adagio’s ability to
remain compliant with the covenants of, and other obligations
under, the senior secured convertible notes that were issued in
connection with the closing of the Business Combination; (6) the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of New Adagio to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (7) costs related to the
Business Combination; (8) risks associated with changes in
applicable laws or regulations and Adagio Medical’s or New Adagio’s
international operations and operations in a regulated industry;
(9) the possibility that Adagio Medical or New Adagio may be
adversely affected by other economic, business, and/or competitive
factors; (10) Adagio Medical’s or New Adagio’s use of proceeds,
post-Business Combination 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
(11) the other risks and uncertainties set forth in the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in other documents to be filed with the
SEC by New Adagio. The foregoing list of factors is not exhaustive.
There may be additional risks that Adagio Medical or New Adagio
does not presently know or that Adagio Medical or New Adagio
currently believes 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
Adagio Medical and New Adagio. You should not place undue reliance
on any forward-looking statements, which are based only on
information currently available to Adagio Medical, New Adagio or
ARYA IV.
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 IV, Adagio Medical nor New Adagio undertake any duty to update
these forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240731222906/en/
Media Ilya Grigorov Vice President, Global Marketing and
Product Management of Adagio Medical, Inc.
igrigorov@adagiomedical.com Investor
IR@adagiomedical.com
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