Adagio Medical to be public through Arya Sciences Acquisition Corp combination

Adagio Medical and ARYA Sciences Acquisition Corp IV (ARYD) announced they have entered a definitive agreement for a business combination. Upon closing of the transaction, Adagio Medical will become a subsidiary of Aja Holdco, which will operate with the existing Adagio Medical management team under the name “Adagio Medical”. 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 $20M in convertible debt and $22M in equity financing. Investors in the financing include affiliates of Perceptive Advisors, RA Capital Management, RTW Investments and ATW Partners. The transaction implies a post-transaction fully diluted equity value of the combined company of $128M and a fully diluted enterprise value of $113M, as further described in the investor presentation. 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.