aibioOrganon agrees to be acquired by Sun Pharma for $14.00 per share in cash
Tickers OGN
Organon agreed on April 26, 2026 to be bought by Sun Pharma for $14.00 a share in cash, a 103% premium to an April 9 close set before a media report. The company's enterprise value is $11.75 billion, and it carries $8.6 billion of debt.
Key facts
- Company
- Organon & Co. (NYSE: OGN)
- News type
- Mergers
- Primary source
- Organon & Co. Form 8-K filed April 27, 2026 (SEC EDGAR)
Organon & Co. (NYSE: OGN) agreed on April 26, 2026 to be acquired by Sun Pharma in an all-cash merger. Under the Agreement and Plan of Merger, each Organon share will be converted into the right to receive $14.00 in cash, without interest. The Form 8-K filed April 27, 2026 reports the agreement under Item 1.01. The agreement is Exhibit 2.1.
The parties are Organon, Sun Pharmaceutical Holdings USA, Inc. as parent, and Sun Pharma America, Inc. as merger subsidiary. Sun Pharmaceutical Industries Limited, Sun Pharma Canada Inc. and Sun Pharma (Netherlands) B.V. are parties only for certain provisions. Organon survives as a wholly owned subsidiary of the parent.
The price and the premium
The $14.00 price is a 103% premium to Organon's closing share price on April 9, 2026. The 8-K calls that the unaffected trading date, before an April 10, 2026 media report that speculated about a potential transaction with Sun Pharmaceutical Industries Limited. The joint press release puts the enterprise value at $11.75 billion.
The premium is measured from a price set before that report.
What Organon reported
For 2025, the 10-K filed February 24, 2026 shows revenue of $6.22 billion, down from $6.40 billion in 2024. Net income fell to $187.0 million from $864.0 million. Cash provided by operations was $700.0 million in 2025, against $939.0 million a year earlier.
The press release gives revenue of $6.2 billion and Adjusted EBITDA of $1.9 billion, a non-GAAP figure. It also gives debt of $8.6 billion and a cash balance of $574 million. Organon recently closed a divestiture for an upfront payment of $440 million, which the release says will add to its March 31, 2026 cash balance.
How the deal is financed
The 8-K says Parent has obtained committed debt financing that, with other funds, is sufficient to pay the per-share consideration and to refinance or repay certain existing Organon debt at closing. The press release says Sun Pharma will use available cash and committed bank financing.
The release names Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. as financing banks to Sun Pharma. Neither document gives the size of the committed debt.
Advisers
On the Organon side, Morgan Stanley & Co. LLC is lead financial adviser and Goldman Sachs & Co. LLC is financial adviser. Sullivan & Cromwell LLP is legal adviser, and Cyril Amarchand Mangaldas is legal adviser for India-related matters.
For Sun Pharma, J.P. Morgan Securities LLC and Jefferies LLC are financial advisers. White & Case LLP is legal adviser, and AZB & Partners is legal adviser for India-related matters.
Conditions, fees and timing
Closing requires the approval of holders of a majority of the outstanding shares, the end of the Hart-Scott-Rodino waiting period, and certain non-U.S. antitrust and foreign direct investment approvals. The press release says the transaction is expected to close in early 2027. Either side may terminate if the merger has not closed by January 26, 2027, a date that can be extended if only regulatory conditions remain.
The merger agreement restricts Organon from soliciting rival proposals. The board may engage with an unsolicited proposal that it determines in good faith would reasonably be expected to lead to a Superior Proposal, and may change its recommendation in certain circumstances. Organon must pay Sun Pharma a termination fee of $120,000,000 in certain circumstances, including if it terminates to accept a Superior Proposal.
Management and the company's view
On April 26, 2026, Joseph Morrissey was made permanent Chief Executive Officer after serving as interim CEO since October 2025, and Carrie Cox became Executive Chair on a non-interim basis. Organon describes itself as a global healthcare company formed through a spinoff from Merck in 2021, with more than 70 products across Women's Health and General Medicines.
Cox said that, "Following a comprehensive review of strategic alternatives", the board "determined that this all-cash transaction offers compelling and immediate value to Organon stockholders." That is the company's own assessment. Sun Pharma says the combined company would have revenue of US$ 12.4 billion and post-transaction Net Debt/EBITDA of 2.3x. Those are Sun Pharma's claims.