OGN · Organon & Co.

On April 26, 2026, Organon & Co. entered into a definitive Agreement and Plan of Merger with Sun Pharmaceutical Holdings USA, Inc. and its affiliates, under which Sun Pharma will acquire all outstanding shares of Organon for $14.00 per share in cash, representing an enterprise value of approximately $11.75 billion. The per-share consideration reflects a 103% premium to Organon's unaffected closing price on April 9, 2026, the last trading day before media speculation about a potential transaction. The merger is structured as a tender offer followed by a second-step merger, with Organon surviving as a wholly owned subsidiary of Sun Pharma. The transaction is subject to customary closing conditions, including approval by Organon stockholders (majority of outstanding shares), expiration or termination of HSR Act waiting periods, receipt of certain non-U.S. antitrust and foreign direct investment approvals, and the absence of any law or order prohibiting the merger. The agreement includes a 'no-shop' provision that restricts Organon from soliciting alternative proposals, but allows the board to consider unsolicited superior proposals under certain circumstances. If Organon terminates the agreement to accept a superior proposal, it must pay a termination fee of $120 million. The merger is expected to close in early 2027. In connection with the transaction, Organon also announced the permanent appointments of Joseph Morrissey as CEO and Carrie Cox as Executive Chair, both previously serving in interim roles, with no changes to their compensation.