Merck, known as MSD outside the United States and Canada, and Alydia Health announced that they have entered into a definitive agreement pursuant to which, after the intended Merck spinoff of Organon, Organon will acquire Alydia Health.
Alydia Health is a commercial-stage medical device company focused on preventing maternal morbidity and mortality caused by postpartum hemorrhage (PPH) or abnormal postpartum uterine bleeding.
PPH is one of the most common complications of birth, resulting in pharmacologic treatment in up to 10% of mothers and potentially resulting in emergency intervention such as hysterectomy and blood transfusions, and, in some cases, maternal death.
The transaction is expected to close after Organon has spun off from Merck as a standalone publicly traded company.
The Jada System is intended to provide control and treatment of abnormal ostpartum uterine bleeding or hemorrhage when conservative management is warranted. The safety and effectiveness of the Jada System was evaluated in the PEARLE study, a prospective, single-arm, clinical trial, under an approved investigational device exemption from the U.S. Food and Drug Administration (FDA).
Organon has agreed to acquire Alydia Health for up to $240 million total consideration, subject to customary purchase price adjustments, including $215 million upfront plus a $25 million contingent milestone payment.
Fifty million dollars of the upfront payment will be paid prior to the spinoff of Organon; $165 million will be paid by Organon upon the close of the acquisition, and the remainder will be paid by Organon upon achievement of the milestone.
Closing will be subject to customary closing conditions and completion of the spinoff of Organon from Merck, currently anticipated late in the second quarter of 2021. ■
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