JERSEY CITY, N.J. -- Organon (NYSE: OGN), (“Organon” or “the Company”) a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day, announced that it has entered into an agreement with Laborie Medical Technologies Corp. (“Laborie”), a leading diagnostic and therapeutic medical technology company, for them to acquire the JADA System. The transaction, valued at up to $465 million, is comprised of $440 million to be paid at closing, subject to certain closing adjustments, and a potential payment of up to $25 million subject to the achievement of certain 2026 revenue targets. Approximately 100 employees are expected to transfer to Laborie as part of the agreement.

“I am incredibly proud of the work the JADA team and Organon have done to help more than 136,000 new mothers in over 20 countries, positioning JADA as a recognized standard of care in postpartum hemorrhage (PPH) management,” said Organon Interim Chief Executive Officer (“CEO”) Joseph Morrissey. “This transaction puts JADA in the hands of Laborie, a leading medical technology innovator with an established history in maternal health, that is well-positioned to further expand access to JADA for the benefit of mothers globally. It is also another step towards improving capacity in Organon’s balance sheet to be able to pursue other growth opportunities in women’s health biopharma in the future.”

Organon acquired JADA, a medical device that uses a low-level intrauterine vacuum to control and treat abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted, in June 2021. Since the acquisition, Organon has built a strong team which positions Laborie to continue to successfully expand both the reach and value of the product.

“Childbirth is one of the most personal and profound moments in a woman’s life, and every mother deserves to feel supported throughout it. The JADA System helps care teams provide treatment when it matters most and being part of that mission is something we hold with deep pride and purpose at Laborie,” said Chris Smith, President and CEO of Laborie. “We’re equally inspired by the dedication and strength of the commercial team behind JADA and are excited to have them join Laborie to help strengthen our leading performance in the OB segment.”

The total transaction value of up to $465 million represents 6.5x JADA’s trailing 12-months revenues, reflective of JADA’s successful launch and U.S. expansion over the past four years. Net proceeds from the transaction will be applied to debt reduction consistent with the Company’s previously stated objective of reducing its Net Debt to Adjusted EBITDA ratio.

The transaction has been approved by the board of directors of the Company and is expected to close in the first quarter of 2026, subject to required regulatory approvals and other customary closing conditions, including the appropriate involvement of employee representatives in certain markets outside of the U.S.

Goldman Sachs & Co. LLC is acting as financial advisor to Organon.