OGN Organon & Co.
Price Chart
Executive Summary
Organon & Co. has filed a preliminary proxy statement (PREM14A) in connection with its proposed acquisition by Sun Pharmaceutical Holdings USA, Inc. (Sun Pharma) for $14.00 per share in cash, representing a 103% premium to the unaffected stock price. The merger is valued at approximately $3.98 billion (based on the filing fee calculation). The board unanimously recommends approval, and Morgan Stanley has provided a fairness opinion. Closing is expected in early 2027, subject to shareholder approval and regulatory clearances.
Key Financial Metrics
Actionable Insight
Monitor the shareholder vote and regulatory approvals (HSR, FDI, FSR). The stock should trade near the $14.00 cash consideration, with any discount reflecting deal risk and time value. The absence of a financing condition and the substantial premium support a narrow arbitrage spread.
Key Facts
- All-cash consideration of $14.00 per share
- 103% premium to unaffected closing price on April 9, 2026
- Transaction valued at approximately $3.98 billion based on 284,444,184 shares and options
- Board unanimously recommends FOR the merger
- Morgan Stanley fairness opinion: $14.00 per share is fair from a financial point of view
- No financing condition; Sun Pharma has obtained a $12 billion senior secured bridge loan facility
- Termination fee of $120 million payable by Organon in certain circumstances
- Expected closing in early 2027; HSR waiting period expires June 22, 2026
Financial Impact
Merger consideration valued at ~$3.98 billion based on 284,444,184 shares/units at $14.00 each
Risk Factors
- Regulatory delays or conditions (antitrust, foreign investment reviews)
- Shareholder vote failure (requires majority of outstanding shares)
- Competing superior proposal triggering termination fee
- Market-wide or industry-specific adverse events (MAE definition)
Market Snapshot
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001193125-26-249541 |
| Document: d15298dexfilingfees.htm | 0001193125-26-249541 |
| Document: 0001193125-26-249541-index-headers.html | 0001193125-26-249541 |
| Document: 0001193125-26-249541-index.html | 0001193125-26-249541 |
| Document: 0001193125-26-249541.txt | 0001193125-26-249541 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 11, 2026
1d ago
|
DEFA14A
| $13.38 awaiting T+5 | awaiting T+5 | — | $13.44 (+0.45%) |
|
Jun 1, 2026
11d ago
|
PREM14A
| $13.37 $13.36 | ▼ −0.04% | ▲ +2.71% | $13.44 (+0.56%) |
|
Apr 30, 2026
6w ago
|
DEFA14A
| $13.25 $13.31 | ▲ +0.45% | ▼ −1.27% | $13.44 (+1.47%) |
|
Apr 30, 2026
6w ago
|
8-K
| $13.25 $13.31 | ▼ −0.45% | ▲ +1.27% | $13.44 (−1.47%) |
|
Apr 27, 2026
6w ago
|
DEFA14A
| $13.32 $13.26 | ▼ −0.41% | ▼ −2.10% | $13.44 (+0.94%) |
|
Apr 27, 2026
6w ago
|
DEFA14A
| $13.32 $13.26 | ▼ −0.41% | ▼ −2.10% | $13.44 (+0.94%) |
|
Apr 27, 2026
6w ago
|
DEFA14A
| $13.16 $13.26 | ▲ +0.76% | ▲ +0.36% | $13.44 (+2.17%) |
|
Apr 27, 2026
6w ago
|
DEFA14A
| $13.16 $13.26 | ▲ +0.76% | ▲ +0.36% | $13.44 (+2.17%) |
|
Apr 27, 2026
6w ago
|
8-K
| $13.16 $13.26 | ▲ +0.76% | ▲ +0.36% | $13.44 (+2.17%) |
|
Apr 24, 2026
7w ago
|
DEFA14A
| $13.16 $13.26 | ▲ +0.76% | ▲ +0.36% | $13.44 (+2.17%) |
US Market Status
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