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 7^th 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, 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 31^st 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.

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.