Organon Shareholders Approve Sun Pharma Merger, Deal Nears Completion

Sun Pharmaceutical Industries said on Friday that it has crossed a key milestone in its proposed acquisition of US-based Organon & Co after the latter's shareholders approved the merger.

In an exchange filing on July 24, Sun Pharma said Organon stockholders had approved the proposals related to the previously announced merger, under which Organon will become a wholly owned subsidiary of Sun Pharmaceutical Holdings USA, an indirect wholly owned arm of Sun Pharma.

The company said the shareholder vote marks an important milestone for the transaction, though the acquisition still remains subject to customary closing conditions, including regulatory approvals.

Largest Deal in Company History

The shareholder approval comes nearly three months after Sun Pharma announced plans to acquire Organon in a deal valued at about $9.4 billion, including debt, marking the largest acquisition in the Indian pharmaceutical company's history. The company has earlier said it is hopeful of closing the transaction by early 2027.

Announced in April, the deal will expand Sun Pharma's presence in women's health and established medicines, while strengthening its footprint in developed markets. Organon, which was spun off from Merck & Co in 2021, has a portfolio spanning women's health products, biosimilars and established brands sold in global markets.

For Sun Pharma, the acquisition is expected to diversify its revenue base beyond its specialty and generics businesses and give it access to a sizeable portfolio of mature brands with steady cash flows.

Sun Pharma said Organon's shareholder approval represents a significant step toward completing the transaction, though timelines will depend on regulatory approvals and other closing requirements. The company has not indicated any change in its expected completion schedule following the shareholder vote.

This comes after it was earlier reported that Sun Pharma has lined up 11 banks, including State Bank of India (SBI), to finance its acquisition of Organon. The syndication process for the deal has been completed, with each of the 11 participating banks committing roughly $1 billion, according to a Business Standard report.

Sun Pharma chairman Dilip Shanghvi signed the all-cash agreement to acquire Organon in April. Industry observers expect the deal to push Sun Pharma into the world's top 25 pharmaceutical firms and make it the seventh-largest player globally in biosimilars.

Among domestic lenders, SBI is the sole participant in the financing arrangement, which was structured as a loan syndication, where an underwritten loan is split among multiple banks to spread out the lending risk.

Besides SBI, banks named in the report include HSBC, Standard Chartered, ING, DBS, Credit Agricole Corporate and Investment Bank, and Sumitomo Mitsui Banking Corporation. These lenders joined the three original underwriters, Citi, JPMorgan Chase and MUFG, to raise more than $10 billion in debt. Sun Pharma is covering the remainder of the deal value through its own cash reserves.