Organon & Co. Shareholders Clear Sun Pharma Merger Deal

Key Points

• Organon shareholders approved the company’s proposed merger with Sun Pharmaceutical Holdings USA, clearing a major step in the deal process.
• The transaction would have Sun Pharma’s merger subsidiary combine with Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA.
• Shareholders also gave a non-binding advisory approval to possible merger-related compensation for Organon’s named executive officers, and final voting results will be filed with the SEC.

Shareholders of Organon & Co. NYSE: OGN approved the company’s proposed merger agreement with Sun Pharmaceutical Holdings USA, Inc. at a virtual special meeting held Wednesday, according to preliminary voting results announced during the meeting.

The special meeting was convened solely to consider two proposals described in Organon’s proxy statement: adoption of the merger agreement and a non-binding advisory vote on merger-related compensation that may be paid to the company’s named executive officers.

Merger Agreement Approved

Kirke Weaver, Organon’s General Counsel and Corporate Secretary, said the merger agreement is dated April 26, 2026, and is among Organon, Sun Pharmaceutical Holdings USA, Inc., referred to during the meeting as Sun Pharma USA, and Sun Pharma America Inc., a wholly owned subsidiary of Sun Pharma USA, referred to as Merger Sub, along with other parties.

Under the agreement described by Weaver, Merger Sub will merge with and into Organon, with Organon surviving the transaction as a wholly owned subsidiary of Sun Pharma USA. Weaver said Organon’s board of directors recommended that shareholders vote in favor of both proposals.

After the polls closed, Weaver said the Inspector of Election had informed him that the preliminary vote report showed the requisite votes had been cast in favor of adopting the merger agreement. Weaver declared the merger agreement proposal approved.

Advisory Compensation Proposal Also Passes

Shareholders also approved, on a non-binding advisory basis, compensation that may be paid or become payable to Organon’s named executive officers in connection with the merger.

Weaver said the preliminary vote report indicated that the compensation proposal also received the required shareholder support. The company said final certified voting results will be reported in a Form 8-K filing with the Securities and Exchange Commission in accordance with applicable SEC rules.

Meeting Details and Quorum

The meeting was called to order at 10:02 a.m. Eastern Daylight Time by Carrie Cox, Executive Chairman of the Board. Cox said members of Organon’s board and executive leadership team were present, along with representatives of PricewaterhouseCoopers LLP, Organon’s independent registered public accounting firm, and Michael Barbera, who served as Inspector of Election.

Weaver said Organon’s board set June 15, 2026, as the record date for determining shareholders entitled to vote at the special meeting. As of that date, 262,609,433 shares of common stock were outstanding and entitled to vote.

According to Weaver, the Inspector of Election reported that immediately before the meeting began, 195,671,381 shares of common stock were represented in person or by proxy, equal to approximately 74.5% of the voting power as of the record date. Weaver said that amount was sufficient to establish a quorum.

The polls opened at 10:01 a.m. Eastern Daylight Time and closed at 10:06 a.m. Eastern Daylight Time. Cox adjourned the meeting at 10:07 a.m. Eastern Daylight Time, stating that there was no further business to come before shareholders.

About Organon & Co. (NYSE:OGN)

Organon & Co is a global healthcare company that was established as an independent, publicly traded entity following its spin-off from Merck & Co in June 2021. Headquartered in Jersey City, New Jersey, Organon focuses on delivering therapeutic solutions across women’s health, biosimilars, and established brands. The company’s creation reflected a strategic effort to concentrate on specialty pharmaceuticals and legacy products with proven patient impact.

In women’s health, Organon provides a broad portfolio of products addressing reproductive and gynecological conditions, including fertility treatments, contraception, and hormone replacement therapies.

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