Organon Announces Agreement to Divest its JADA ® System for Up to $465 Million to Laborie

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 today 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.

Indications for Use

The JADA^® System is intended to provide control and treatment of abnormal postpartum uterine bleeding or hemorrhage when conservative management is warranted.

Contraindications

• Ongoing intrauterine pregnancy
• Untreated uterine rupture
• Unresolved uterine inversion
• Current cervical cancer
• Known uterine anomaly
• Current purulent infection of vagina, cervix, or uterus
• For C-sections: Cervix <3 cm dilated before use of JADA

Warnings

• Avoid excessive force when inserting JADA into the uterus or trauma to uterine wall may occur, including perforation.
• The safety and effectiveness of the JADA System in delivery at a gestational age <34 weeks or, if multiples, uterus judged <34 weeks size, have not been established. With smaller uterine size, there is potential for increased risk of perforation and expulsion.
• Signs of patient deterioration or failure to improve indicate the need for reassessment and possibly more aggressive treatment and management of postpartum hemorrhage (PPH)/abnormal postpartum uterine bleeding.
• JADA is not a substitute for surgical management and fluid resuscitation of life-threatening PPH/abnormal postpartum uterine bleeding.
• Remove air from Cervical Seal prior to device use to minimize risk of air embolism if Cervical Seal bursts.
• Always fill the Cervical Seal with sterile fluid. Never inflate with air, carbon dioxide, or any other gas to minimize risk of air embolism if Cervical Seal bursts.

To report an adverse event or product quality complaint for JADA, please call 844-JADAMOM.

Please read the Instructions for Use for important information prior to using JADA.

About Organon
Organon (NYSE: OGN) is a global healthcare company with a mission to deliver impactful medicines and solutions for a healthier every day. With a portfolio of over 70 products across Women’s Health and General Medicines, which includes biosimilars, Organon focuses on addressing health needs that uniquely, disproportionately or differently affect women, while expanding access to essential treatments in over 140 markets.

Headquartered in Jersey City, New Jersey, Organon is committed to advancing access, affordability, and innovation in healthcare. Learn more at www.organon.com and follow us on LinkedIn, Instagram, X, YouTube, TikTok and Facebook.

Cautionary Note Regarding Forward-Looking Statements
Except for historical information, this press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the benefits of the proposed transaction with Laborie, the expected timeframe for completing the proposed transaction, strategic and other potential benefits of the transaction, the use of proceeds of the transaction, and other statements about future beliefs, goals, plans or prospects for Organon and Laborie. Forward-looking statements may be identified by words such as “objective,” “goals,” “potential,” “will,” “expects,” “believes,” “future,” “opportunity,” or words of similar meaning. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate, or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Risks and uncertainties include, but are not limited to, risks related to the receipt of regulatory approvals and the satisfaction of other closing conditions in the anticipated timeframe or at all, including the possibility that the proposed transaction does not close; and risks related to the ability to realize the anticipated strategic, financial or other benefits of the proposed transaction. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company’s filings with the SEC, including the company’s most recent Annual Report on Form 10-K, Current Reports on Form 8-K, and subsequent SEC filings, available at the SEC’s Internet site (www.sec.gov).

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