Sun Pharma 宣布收购Organon

Mumbai, India, April 27, 2026 and Jersey City, New Jersey, April 26, 2026 – Sun PharmaceuticalIndustries 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 SunPharma will acquire all outstanding shares of Organon for US$ 14.00 per share in an all‑cash transactionwith an enterprise valuation of US$ 11.75 billion. 

Organon is a global healthcare company formed through a spinoff from Merck, known as MSD outside ofthe United States and Canada, in 2021. Organon has a legacy of deep trust and strong brand equity amongHCPs, patients, regulators and other stakeholders. A global leader in women’s health, the company’sportfolio includes more than 70 products across Women’s Health and General Medicines, which includesbiosimilars, commercialized across 140 countries, with the U.S., Europe, China, Canada, and Brazilamong its largest markets. This global footprint is supported by six manufacturing facilities across theEuropean Union and emerging markets, reinforcing its scale and reach. Together, Organon’s GeneralMedicines and Women’s Health franchise reflect the company’s commitment to advancing access andaffordability for communities around the world. 

The proposed acquisition of Organon is aligned with Sun Pharma’s strategy of growing its InnovativeMedicines 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-10global player. Organon’s portfolio, global footprint and strong stakeholder relationships shallcomplement 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 

- A stronger cash generating company with EBITDA and cash flow set to nearly double, supportingdeleveraging 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 andis subject to customary closing conditions, including receipt of required regulatory approvals andapproval by Organon stockholders. 

Dilip Shanghvi, Executive Chairman of Sun Pharma, said, “This transaction represents a significantopportunity for Sun Pharma to build on its vision of Reaching People and Touching Lives. Organon’sportfolio, capabilities and global reach are highly complementary to our own, and we believe thatbringing the two organizations together can create a stronger and more diversified platform. We havedeep respect for Organon’s mission and look forward to building on its legacy while driving sustainablelong‑term growth.” 

Kirti Ganorkar, Managing Director of Sun Pharma, said, “This transaction is a logical next step instrengthening Sun Pharma’s global business. Together, we will become a partner of choice for acquiringand launching new products. Our immediate priorities will be business continuity, disciplined integrationand 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 thecoming years.” 

Carrie Cox, Executive Chair of Organon, commented, “Following a comprehensive review of strategicalternatives, our Board determined that this all‑cash transaction offers compelling and immediate value toOrganon 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 impactfulmedicines 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 resourcesand 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, includingregulatory approvals and Organon stockholder approval. 

For the year ended 31st December, 2025, Organon reported US$ 6.2 billion in revenue and AdjustedEBITDA of US$ 1.9 billion. Organon had debt of US$ 8.6 billion and cash balance of US$ 574million. Organon recently closed on a divestiture of a product for which it received an upfrontpayment of $440 million, the net proceeds of which will further contribute to its March 31, 2026 cashbalance.

1.Basis FY24-25 for Sun Pharma and CY2025 for Organon