and US-based Organon & Co have entered into an agreement under which Sun will acquire all outstanding shares of Organon for $14 per share in an all-cash transaction with an enterprise valuation of $11.75 billion – a transaction that will be the largest overseas buy for the Indian drugmaker and the domestic pharmaceutical industry.
Organon, a global healthcare company with a strong presence in women’s health, was formed from a spin-off from Merck – known as MSD outside of the United States and Canada – in 2021. Its portfolio includes more than 70 products across women’s health and general medicines, which includes biosimilars, commercialised across 140 countries, with the US, Europe, China, Canada, and Brazil among its largest markets. The company has six manufacturing facilities across the European Union and emerging markets.
Dilip Shanghvi, Executive Chairman of Sun Pharma, said, “Organon’s portfolio, capabilities and global reach are highly complementary to our own, and we believe that bringing the two organisations together can create a stronger and more diversified platform.”
Sun Pharma has a track record of pulling off major transactions including the troubled erstwhile Ranbaxy in India and a long-drawn, cross-country buy of Israeli drugmaker Taro Pharma. The transaction also comes against the backdrop of possible US tariffs, making a strong presence in the US a more workable long-term strategy.
For the year ended 31 December 2025, Organon reported $6.2 billion in revenue and adjusted EBITDA of $1.9 billion. Organon had debt of $8.6 billion and cash balance of $574 million. Organon recently closed the divestment of a women’s health product for which it received an upfront payment of $440 million, the net proceeds of which will further contribute to its 31 March 2026 cash balance.
Sun’s shares over the last few weeks had been down on the possible announcement of this transaction, although Organon shares had been up over 20 per cent on the NYSE on some days.
Innovative medicines push
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, it said. The deal also marks Sun Pharma’s entry into biosimilars as a top-10 global player.
Upon successful consummation of the transaction, Sun Pharma is poised to be among the top 25 global pharmaceutical companies with combined revenue of $12.4 billion, it said, besides being an innovative medicines-oriented company with 27 per cent of its revenue coming from this segment. It will also be the seventh largest global biosimilar player, with a presence in 150 countries and 18 large markets, each generating over $100 million revenues; besides being 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, it said.
The transaction has been approved by the Boards of Directors of both Sun Pharma and Organon and is subject to closing conditions, including receipt of required regulatory approvals and approval by Organon stockholders, it said.
Kirti Ganorkar, Managing Director of Sun Pharma, added, “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 realised over the coming years.”
Carrie Cox, Executive Chair of Organon, said, “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.”
Advisors
A note on the development said: JP Morgan Securities LLC and Jefferies LLC were the financial advisers to Sun Pharma. White & Case LLP was the legal adviser and AZB & Partners was the legal adviser 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 adviser to Organon, and Goldman Sachs & Co. LLC is serving as financial adviser to Organon. Sullivan & Cromwell LLP is serving as legal adviser to Organon and Cyril Amarchand Mangaldas is serving as legal adviser for India-related matters to Organon, the company said.