Merck Announces Acquisition of Alydia Health on behalf of its Planned Spinoff of Organon

Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Alydia Health announced today 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.¹ The transaction is expected to close after Organon has spun off from Merck as a standalone publicly traded company.

“The acquisition aligns with Organon’s strategy to become a global leader in women’s health by focusing our product development on her unmet medical needs,” said Kevin Ali, chief executive officer, Organon. “We believe that Organon’s strong global commercial footprint in reproductive health, in conjunction with Alydia’s rapidly growing commercial capabilities in the U.S., will help enable growth of the Jada^® System, including potential expansion into Europe and other developed countries, as well as in the world’s least developed markets where Organon has significant experience creating affordable access.”

The Jada System is intended to provide control and treatment of abnormal postpartum 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).

“Alydia Health is thrilled to join Organon as we hold a similar vision to bring technology and therapeutic solutions to market that can improve outcomes for women in need across the globe,” said Rob Binney, chief executive officer, Alydia Health. “Our goal is to help make childbirth safer for more women. With critical gaps in maternal care, we believe this acquisition will potentially accelerate the delivery of the Jada System to more women and communities in need.”

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. Alydia Health was represented by Guggenheim Securities as financial advisor.