Sun Pharma to acquire Organon in US$ 11.75 billion all-cash transaction

Sun Pharmaceutical Industries and Organon & Co. have announced 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, a global healthcare company formed through a spinoff from Merck, known as MSD outside of the United States and Canada, in 2021, has a portfolio of more than 70 products across Women’s Health and General Medicines, including biosimilars. The company operates across 140 countries, with key markets including the United States, Europe, China, Canada, and Brazil. Its operations are supported by six manufacturing facilities across the European Union and emerging markets.

The proposed acquisition aligns with Sun Pharma’s strategy of expanding its Innovative Medicines business. The combined entity will also strengthen its position in Established Brands and Branded Generics and enable entry into biosimilars as a top-10 global player. Organon’s portfolio, global footprint and stakeholder relationships are expected to complement Sun Pharma’s existing operations.

Upon completion of the transaction, the combined company is expected to be among the top 25 global pharmaceutical companies with combined revenue of US$ 12.4 billion. It is also expected to have a 27 per cent revenue share from Innovative Medicines, become a top three company in global Women’s Health, and rank as the seventh largest global biosimilar player. The company will have a presence in 150 countries, including 18 markets generating over US$ 100 million in revenue, with EBITDA and cash flow expected to nearly double.

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.”

The transaction has been approved by the Boards of Directors of both companies and is subject to customary closing conditions, including regulatory approvals and approval by Organon stockholders. Sun Pharma will fund the acquisition through a combination of available cash resources and committed financing from banks. The transaction will be executed through a merger of Organon with a subsidiary of Sun Pharma, with Organon continuing as the surviving entity. The deal is expected to close in early 2027.

For the year ended December 31, 2025, Organon reported revenue of US$ 6.2 billion and adjusted EBITDA of US$ 1.9 billion. The company reported debt of US$ 8.6 billion and a cash balance of US$ 574 million. Organon also completed a divestiture of a product, receiving an upfront payment of US$ 440 million, with proceeds contributing to its March 31, 2026 cash balance.

J.P. Morgan Securities LLC and Jefferies LLC are serving as financial advisors to Sun Pharma. White & Case LLP and AZB & Partners are serving as legal advisors. Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A., and MUFG Bank, Ltd. are acting as financing banks. Morgan Stanley & Co. LLC is serving as lead financial advisor to Organon, with Goldman Sachs & Co. LLC as financial advisor. Sullivan & Cromwell LLP and Cyril Amarchand Mangaldas are serving as legal advisors.