Sun Pharma to Acquire Organon for $14 a Share
Organon & Co. agreed to be acquired by Sun Pharmaceutical Holdings USA in an all-cash merger.
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Rhea-AI Filing Summary
Organon & Co. agreed to be acquired by Sun Pharmaceutical Holdings USA in an all-cash merger. Organon stockholders will receive $14.00 per share in cash, a 103% premium to the April 9, 2026 unaffected closing price, implying an enterprise value of $11.75 billion.
The deal is subject to the Requisite Company Vote, U.S. and non-U.S. antitrust and foreign investment clearances, absence of a Company Material Adverse Effect, and other customary conditions, with an outside date of January 26, 2027. If completed, Organon will be delisted from the NYSE and cease to be an SEC reporting company. The Merger Agreement includes a $120 million termination fee payable by Organon in certain scenarios and customary no-shop and fiduciary out provisions.
Separately, Organon’s board made leadership roles permanent: Joseph Morrissey was appointed Chief Executive Officer and Carrie S. Cox Executive Chair, both without changes to their compensation.
Positive
- All-cash premium buyout: Sun Pharma agreed to acquire Organon for $14.00 per share in cash, representing a 103% premium to Organon’s April 9, 2026 unaffected closing price, with an implied enterprise value of $11.75 billion for stockholders.
Negative
- None.
Insights
Sun Pharma is buying Organon for $14 per share, over double its pre-rumor price.
The transaction values Organon at $14.00 per share in cash, a 103% premium to the April 9, 2026 unaffected closing price, and at an enterprise value of $11.75 billion. For the year ended December 31, 2025, Organon generated $6.2 billion in revenue and $1.9 billion of Adjusted EBITDA, indicating a substantial takeout multiple.
The deal is contingent on the Requisite Company Vote, multiple antitrust and foreign direct investment approvals, and no Company Material Adverse Effect, with an outside date of January 26, 2027. A $120 million termination fee applies if Organon accepts a Superior Proposal in specified circumstances, while no-shop and fiduciary out provisions govern competing bids. Actual completion and timing will depend on regulatory outcomes and stockholder approval.
8-K Event Classification
Key Figures
Key Terms
Material Definitive Agreement regulatory
Requisite Company Vote regulatory
no-shop provision regulatory
Superior Proposal financial
Company Material Adverse Effect financial
termination fee financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Sun Pharma paying to acquire Organon (OGN)?
How large is Organon’s business at the time of the Sun Pharma deal?
What conditions must be satisfied before the Organon and Sun Pharma merger closes?
Is there a termination fee in the Organon–Sun Pharma merger agreement?
When is the outside date for closing the Organon acquisition by Sun Pharma?
What happens to Organon’s NYSE listing after the Sun Pharma merger closes?
Have there been leadership changes at Organon in connection with this period?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 26, 2026, Organon & Co. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Pharmaceutical Holdings USA, Inc., a Delaware corporation (“Parent”), Sun Pharma America, Inc., a Delaware corporation and wholly owned subsidiary of Parent and/or its affiliates (“Merger Sub”) and, solely for the purposes of certain covered provisions of the Merger Agreement, Sun Pharmaceutical Industries Limited, an entity organized under the laws of India (“India Parent”), Sun Pharma Canada Inc., a corporation incorporated under the laws of the Province of Ontario and Sun Pharma (Netherlands) B.V., a private company with limited liability incorporated under the laws of the Netherlands, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
The Merger Agreement
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than any (i) Shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent, the Company or any wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, and (ii) Shares in respect of which appraisal has been duly demanded, and not effectively withdrawn or otherwise waived or lost, pursuant to Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $14.00 in cash, without interest (the “Per Share Merger Consideration”), which represents a 103% premium to the Company’s closing Share price on April 9, 2026 (the unaffected trading date prior to the April 10, 2026 publication in a media report speculating about a potential transaction with India Parent). Parent has obtained committed debt financing in an amount sufficient (together with funds otherwise available to Parent) to fund the Per Share Merger Consideration, as well as to satisfy other obligations of Parent in connection with the contemplated transactions and to refinance or repay certain existing debt of the Company upon closing of the Merger.
In addition, the Merger Agreement provides for the following treatment of the Company’s equity awards:
| • | Options. At the Effective Time, each outstanding option to purchase Shares under the Company’s Stock Plan (each, a “Company Option”), whether vested or unvested, will be terminated and cancelled and converted into the right to receive (i) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time, multiplied by (ii) the number of Shares subject to such Company Option immediately prior to the Effective Time, less any applicable tax withholding. Any Company Option with an exercise price per Share that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time for no consideration or payment. |
| • | Restricted Stock Units. At the Effective Time, (i) each outstanding restricted stock unit under the Stock Plan granted prior to 2026 (each, a “Pre-2026 Company RSU”), whether vested or unvested, will accelerate in full, and will be terminated and cancelled and converted into the right to receive an amount in cash equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Shares subject to such Pre-2026 Company RSU immediately prior to the Effective Time, less any applicable tax withholding; and (ii) each outstanding restricted stock unit under the Stock Plan granted in calendar year 2026 or later (each, an “Other Company RSU”) will be assumed by Parent and converted into a cash-based successor restricted stock unit award (a “Converted RSU Award”) with a value equal to the product of (A) the number of Shares subject to such Other Company RSU immediately prior to the Effective Time and (B) the Per Share Merger Consideration. Each such Converted RSU Award will remain subject to the same terms and conditions, including vesting and forfeiture terms, that applied to the corresponding Other Company RSU immediately prior to the Effective Time and will be paid in cash, less any applicable tax withholding, as soon as reasonably practicable following the applicable vesting date; provided, however, that each such Converted RSU Award will vest in full and be paid in accordance with its terms in the event of certain qualifying terminations of employment in accordance with the Merger Agreement. |
| • | Performance Stock Units. At the Effective Time, (i) each outstanding performance stock unit under the Stock Plan granted prior to 2026 (each, a “Pre-2026 Company PSU”), whether vested or unvested, will accelerate and will be terminated and cancelled and converted into the right to receive an amount in cash equal to the product of (A) the number of Shares subject to such Pre-2026 Company PSU immediately prior to the Effective Time determined based on target performance and (B) the Per Share Merger Consideration, less |
| any applicable tax withholding; and (ii) each outstanding performance stock unit under the Stock Plan granted in calendar year 2026 or later (each, an “Other Company PSU”) will be assumed by Parent and converted into a cash-based award (a “Converted PSU Award”) with a value equal to the product of (A) the number of Shares subject to such Other Company PSU immediately prior to the Effective Time determined based on target performance and (B) the Per Share Merger Consideration. Each such Converted PSU Award will remain subject to the same terms and conditions, including service-based vesting and forfeiture terms, that applied to the corresponding Other Company PSU immediately prior to the Effective Time and will be paid in cash, less any applicable tax withholding, as soon as reasonably practicable following the applicable vesting date; provided, however, that such Converted PSU Award will (x) not be subject to performance-based vesting conditions; and (y) will vest in full and be paid in accordance with its terms in the event of certain qualifying terminations of employment in accordance with the Merger Agreement. |
The consummation of the Merger is subject to various conditions, including, among others, customary conditions relating to: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Requisite Company Vote”); (ii) the expiration or termination of any applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain non-U.S. antitrust and foreign direct investment approvals; (iii) the absence of any law or order making unlawful or restraining, enjoining or otherwise prohibiting consummation of the Merger; (iv) the absence of any Company Material Adverse Effect having occurred since the signing that is continuing as of the closing; (v) the filing or receipt of required regulatory approvals without the imposition of any term, condition or consequence the acceptance of which would constitute a Substantial Detriment (as defined in the Merger Agreement) and (vi) other customary conditions relating to the accuracy of representations and warranties and performance of covenants.
The Merger Agreement also contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. The Company and Parent will cooperate with each other and use, and will cause their respective affiliates and subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable to obtain required regulatory approvals and consummate the transactions contemplated by the Merger Agreement, subject to certain exceptions.
In addition, the Merger Agreement contains a customary “no-shop” provision which, subject to certain exceptions, restricts the Company’s ability to initiate, solicit or knowingly encourage or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement) or to engage in discussions or negotiations relating to an Acquisition Proposal. Notwithstanding the limitations applicable under the “no-shop” restrictions, if, after the date of the Merger Agreement and prior to the date on which the Requisite Company Vote is obtained, the Company receives an unsolicited, bona fide Acquisition Proposal and the Company’s board of directors (the “Company Board”) determines in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the Company may engage in discussions or negotiations with and may provide non-public information relating to the Company to the person making such Acquisition Proposal. The Company Board may also, subject to the notice, matching-right and other procedures set forth in the Merger Agreement, change its recommendation that the Company’s stockholders approve the adoption of the Merger Agreement in certain circumstances in connection with a Superior Proposal or an Intervening Event (as defined in the Merger Agreement).
The Merger Agreement also contains provisions pursuant to which certain of Parent’s affiliates have guaranteed certain of Parent’s obligations under the Merger Agreement, subject to certain limitations. Additionally, the Merger Agreement provides that India Parent will take all actions necessary or advisable, in its control, to ensure that it and its subsidiaries and affiliates comply with the regulatory covenant as if it and its subsidiaries and affiliates were parties thereto.
If the Merger is consummated, the Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable (and in any event no more than ten days) following the Effective Time.
The Merger Agreement provides for certain customary termination rights of the Company and Parent, including, among others, (i) the Company’s right to terminate the Merger Agreement prior to the time the Requisite Company Vote is obtained, in certain circumstances and subject to certain limitations, to accept a Superior Proposal, (ii) Parent’s right to terminate the Merger Agreement if the Company Board changes its recommendation that the Company’s stockholders approve the adoption of the Merger Agreement and (iii) the right of each of the Company and Parent to terminate the Merger Agreement if (a) the Requisite Company Vote is not obtained, (b) any final, binding and non-appealable legal restraint prevents the consummation of the Merger or (c) the Merger has not been completed by 5:00 p.m. (New York time) on January 26, 2027, which date may be extended by Company or Parent in accordance with the terms of the Merger Agreement if certain regulatory closing conditions are the only conditions that remain outstanding. The Merger Agreement provides that India Parent will take all actions necessary or advisable to ensure compliance with Parent’s obligations under the regulatory covenants in the Merger Agreement.
The Merger Agreement also provides that the Company will be required to pay Parent a termination fee of $120,000,000 following or in connection with the termination of the Merger Agreement in certain circumstances, including if the Company terminates the Merger Agreement in order to accept a Superior Proposal as set forth in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.
A copy of the Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s public disclosures.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
As previously disclosed in a Current Report on Form 8-K filed by the Company on October 27, 2025, on October 26, 2025, Joseph Morrissey was appointed Interim Chief Executive Officer (and principal executive officer) of the Company. On April 26, 2026, Mr. Morrissey was appointed to serve as Chief Executive Officer of the Company on a permanent basis.
Information concerning Mr. Morrissey can be found in, and is incorporated by reference into this Item 5.02 from, the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026 (the “2026 Annual Meeting Proxy Statement”). No changes were made to Mr. Morrissey’s compensation or benefits in connection with the appointment to Chief Executive Officer of the Company on a permanent basis.
Appointment of Executive Chair
As previously disclosed in a Current Report on Form 8-K filed by the Company on October 27, 2025, on October 26, 2025, Carrie S. Cox was appointed Executive Chair for an interim period. On April 26, 2026, Ms. Cox was appointed to serve as Executive Chair on a non-interim basis.
Information concerning Ms. Cox can be found in, and is incorporated by reference into this Item 5.02 from, the 2026 Annual Meeting Proxy Statement. No changes were made to Ms. Cox’s compensation in connection with the appointment to Executive Chair on a non-interim basis on April 26, 2026.
Item 7.01. Regulation FD Disclosure.
On April 26, 2026, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Important Information and Where to Find It
This Current Report on Form 8-K and the exhibits hereto may be deemed to be solicitation material in respect of the proposed transaction between the Company, Parent and Merger Sub. In connection with the Merger, the Company intends to file relevant materials with the SEC, including the Company’s proxy statement in preliminary and definitive form on Schedule 14A (the “Merger Proxy Statement”). The Company will mail the Merger Proxy Statement and a proxy card to its stockholders in connection with the Merger. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE MERGER PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT, MERGER SUB AND THE MERGER AND RELATED MATTERS. Investors and stockholders of the Company are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or through the investor relations section of the Company’s website, https://www.organon.com.
Participants in the Solicitation
The Company and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about the Company’s directors and executive officers is set forth in the 2026 Annual Meeting Proxy Statement, filed with the SEC on April 24, 2026, and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001821825/000119312526177411/ogn-20260423.htm>. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the 2026 Annual Meeting Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1821825. Additional information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the Merger Proxy Statement when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
All statements other than statements of historical facts included in this communication that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, including, in particular, statements about the expected timing, completion and effects or benefits of the Merger. Forward-looking statements may be identified by words such as “will,” “expect,” and “may.” These forward-looking statements are based on management’s current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond the Company’s control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the Requisite Company Vote; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee; (vii) the effect of the announcement or pendency of the Merger on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; (x) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock, including if the Merger is not consummated; (xii) risks that the benefits of the Merger are not realized when and as expected; (xiii) legislative, regulatory and economic developments; and (xiv) other factors discussed in the “Risk Factors” section of the Company’s most recent periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, all of which may be obtained free of charge from the SEC’s website at www.sec.gov. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot assure that those expectations will prove to be correct. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) The following items are filed as exhibits to this Current Report on Form 8-K.
| Exhibit No. |
Description of Exhibits | |
| 2.1* | Agreement and Plan of Merger, dated as of April 26, 2026, by and among Organon & Co., Sun Pharmaceutical Holdings USA, Inc., Sun Pharma America, Inc. and, solely for the purposes of certain Covered Provisions of the Merger Agreement (as defined therein), Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc. and Sun Pharma (Netherlands) B.V. | |
| 99.1 | Joint Press Release, dated April 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, for any schedules so furnished. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Organon & Co. (Registrant) | ||
| By: | /s/ Kirke Weaver | |
| Name: | Kirke Weaver | |
| Title: | General Counsel & Corporate Secretary | |
Date: April 26, 2026
Exhibit 99.1
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Sun Pharma signs Definitive Agreement to Acquire Organon
Organon stockholders to receive US$ 14.00 per share in cash
The deal values Organon at EV of US$ 11.75 billion
Combined Business leverages complementary portfolios and global scale for sustained long-term value creation
Mumbai, India, April 27, 2026 and Jersey City, New Jersey, April 26, 2026 – Sun Pharmaceutical Industries Limited (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) (together with its subsidiaries and/or associated companies, “Sun Pharma”) and Organon & Co. (NYSE: OGN) (“Organon”) today announced that they have entered into a definitive agreement under which Sun Pharma will acquire all outstanding shares of Organon for US$14.00 per share in an all-cash transaction with an enterprise valuation of US$ 11.75 billion.
Organon is a global healthcare company formed through a spinoff from Merck, known as MSD outside of the United States and Canada, in 2021. Organon has a legacy of deep trust and strong brand equity among HCPs, patients, regulators and other stakeholders. A global leader in women’s health, the company’s portfolio includes more than 70 products across Women’s Health and General Medicines, which includes biosimilars, commercialized across 140 countries, with the U.S., Europe, China, Canada, and Brazil among its largest markets. This global footprint is supported by six manufacturing facilities across the European Union and emerging markets, reinforcing its scale and reach. Together, Organon’s General Medicines and Women’s Health franchise reflect the company’s commitment to advancing access and affordability for communities around the world.
The proposed acquisition of Organon is aligned with Sun Pharma’s strategy of growing its Innovative Medicines business. The combined company becomes a stronger player in Established Brands /Branded Generics business. The deal also enables Sun Pharma’s entry into biosimilars as a Top-10 global player. Organon’s portfolio, global footprint and strong stakeholder relationships shall complement Sun Pharma’s existing strengths and enhance long-term value creation.
Upon successful consummation of the transaction, Sun Pharma is poised to be:
| • | Among the top 25 global pharmaceutical companies with combined revenue of US$ 12.4 billion1 |
| • | A leading player in Established Brands/Branded Generics |
| • | A more Innovative Medicines focused company with 27% revenue share |
| • | A top 3 company in global Women’s Health, creating a commercial platform for future growth |
| • | The 7th Largest global biosimilar player |
| • | A company with presence in 150 countries, with 18 large markets, each generating over US$ 100 million revenues |
| 1 | Basis FY24-25 for Sun Pharma and CY2025 for Organon |
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| • | A stronger cash generating company with EBITDA and cash flow set to nearly double, supporting deleveraging from post transaction Net Debt/EBITDA of 2.3x. |
The transaction has been approved by the Boards of Directors of both Sun Pharma and Organon and is subject to customary closing conditions, including receipt of required regulatory approvals and approval by Organon stockholders.
Dilip Shanghvi, Executive Chairman of Sun Pharma, said, “This transaction represents a significant opportunity for Sun Pharma to build on its vision of Reaching People and Touching Lives. Organon’s portfolio, capabilities and global reach are highly complementary to our own, and we believe that bringing the two organizations together can create a stronger and more diversified platform. We have deep respect for Organon’s mission and look forward to building on its legacy while driving sustainable long-term growth.”
Kirti Ganorkar, Managing Director of Sun Pharma, said, “This transaction is a logical next step in strengthening Sun Pharma’s global business. Together, we will become a partner of choice for acquiring and launching new products. Our immediate priorities will be business continuity, disciplined integration and responsible value creation. We see strong potential in leveraging Organon’s talent pool. In addition, there is a scope for synergies including significant revenue upside opportunities to be realized over the coming years.”
Carrie Cox, Executive Chair of Organon, commented, “Following a comprehensive review of strategic alternatives, our Board determined that this all-cash transaction offers compelling and immediate value to Organon stockholders. We believe Sun Pharma is well positioned to support Organon’s businesses, employees and patients globally, and to further advance our commitment to delivering impactful medicines and solutions.”
Transaction Summary
| • | Sun Pharma will acquire 100% of Organon’s issued and outstanding shares for cash. |
| • | Sun Pharma plans to fund the acquisition through a combination of available cash resources and committed financing from banks. |
| • | The transaction will be effected by a merger of Organon with a subsidiary of Sun Pharma, with Organon surviving the merger. |
| • | The transaction is expected to close in early 2027, subject to customary conditions, including regulatory approvals and Organon stockholder approval. |
For the year ended 31st December, 2025, Organon reported US$ 6.2 billion in revenue and Adjusted EBITDA of US$ 1.9 billion. Organon had debt of US$ 8.6 billion and cash balance of US$ 574 million. Organon recently closed on a divestiture of a product for which it received an upfront payment of $440 million, the net proceeds of which will further contribute to its March 31, 2026 cash balance.
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Advisors & Financing Banks
J.P. Morgan Securities LLC and Jefferies LLC are serving as financial advisors to Sun Pharma.
White & Case LLP is serving as legal advisor and AZB & Partners is serving as legal advisor for India related matters to Sun Pharma.
Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. are serving as financing banks to Sun Pharma.
Morgan Stanley & Co. LLC is serving as lead financial advisor to Organon, and Goldman Sachs & Co. LLC is serving as financial advisor to Organon. Sullivan & Cromwell LLP is serving as legal advisor to Organon and Cyril Amarchand Mangaldas is serving as legal advisor for India related matters to Organon.
About Sun Pharmaceutical Industries Limited (CIN - L24230GJ1993PLC019050)
Sun Pharma is the world’s leading specialty generics company with a presence in Innovative Medicines, Generics and Consumer Healthcare products. It is the largest pharmaceutical company in India and is a leading generic company in the US as well as Global Emerging Markets. Sun’s high growth Global Innovative Medicines portfolio spans innovative products in dermatology, ophthalmology, and oncodermatology and accounts for about 20% of company sales. The company’s vertically integrated operations deliver high-quality medicines, trusted by physicians and consumers in over 100 countries. Its manufacturing facilities are spread across five continents. Sun Pharma is proud of its multi-cultural workforce drawn from over 50 nations. “For further information, please visit www.sunpharma.com and follow us on LinkedIn & X (Formerly Twitter).”
About Organon & Co.
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 Statement Regarding Forward-Looking Statements
All statements other than statements of historical facts included in this communication that address activities, events or developments that Organon expects, believes or anticipates will or may occur in the future are forward-looking statements, including, in particular, statements about the expected timing, completion and effects or benefits of the merger. Forward-looking statements may be identified by words such as “will,” “expect,” and “may.” These forward-looking statements are based on management’s
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current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond Organon’s control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to: (i) uncertainties as to the timing of the merger; (ii) the risk that the merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the merger, including receiving, on a timely basis or otherwise, the minimum vote required by Organon’s stockholders to approve the merger; (iv) the possibility that competing offers or acquisition proposals for Organon will be made; (v) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement, including in circumstances which would require Organon to pay a termination fee; (vii) the effect of the announcement or pendency of the merger on Organon’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from Organon’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability; (x) certain restrictions during the pendency of the merger that may impact Organon’s ability to pursue certain business opportunities or strategic transactions; (xi) the risk that any announcements relating to the merger could have adverse effects on the market price of Organon’s common stock, including if the merger is not consummated; (xii) risks that the benefits of the merger are not realized when and as expected; (xiii) legislative, regulatory and economic developments; and (xiv) other factors discussed in the “Risk Factors” section of Organon’s most recent periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, all of which may be obtained free of charge from the SEC’s website at www.sec.gov. Although Organon believes that the expectations reflected in its forward-looking statements are reasonable, it cannot assure that those expectations will prove to be correct. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by Organon on its website or otherwise. Organon does not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed acquisition pursuant to the Agreement and Plan of Merger, dated as of April 26, 2026, by and among Sun Pharma entities and Organon. In connection with the merger, Organon intends to file relevant materials with the SEC, including Organon’s proxy statement in preliminary and definitive form on Schedule 14A (the “Merger Proxy Statement”). Organon will mail the Merger Proxy Statement and a proxy card to its stockholders in connection with the Merger. INVESTORS AND STOCKHOLDERS OF ORGANON ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE MERGER PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ORGANON, SUN PHARMA AND THE MERGER AND RELATED MATTERS. Investors and stockholders of Organon are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or through the investor relations section of Organon’s website, https://www.organon.com.
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Participants in the Solicitation
Organon and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Organon in favor of the proposed acquisition. Information about Organon’s directors and executive officers is set forth in the 2026 Annual Meeting Proxy Statement, filed with the SEC on April 24, 2026, and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001821825/000119312526177411/ogn-20260423.htm>. To the extent holdings of Organon’s securities by its directors or executive officers have changed since the amounts set forth in the 2026 Annual Meeting Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1821825. Additional information concerning the interests of Organon’s participants in the solicitation, which may, in some cases, be different than those of Organon’s stockholders generally, will be set forth in the Merger Proxy Statement when it becomes available. Sun Pharma is not soliciting Organon’s stockholders and is not a participant in Organon’s proxy solicitation.
Contacts:
Sun Pharma:
Investors
Dr. Abhishek Sharma
+91 22 4324 2929
abhi.sharma@sunpharma.com
Media (Global)
Gaurav Chugh
+91 22 4324 5373
gaurav.chugh@sunpharma.com
Media (USA)
Rob Perry
robert.perry@sunpharma.com
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Organon:
Investor Relations
Jen Halchak
Jennifer.halchak@organon.com
Media
Kate Vossen
Katherine.vossen@organon.com