Organon shareholders vote to approve merger with Sun Pharma

Stock Ticker Performance:

• OGN: -0.29%
• MRK: +0.45%
• SUNPHARMA.NS: -0.66%

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 see Sun Pharma's merger subsidiary combine with Organon, with Organon surviving as a wholly owned subsidiary of Sun Pharma USA.
• Shareholders also gave non-binding advisory approval to potential merger-related compensation for Organon's named executive officers.
• Final voting results will be filed with the SEC.

Merger Agreement Approved

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:

1. Adoption of the merger agreement
2. A non-binding advisory vote on merger-related compensation that may be paid to the company's named executive officers

Kirke Weaver, Organon's General Counsel and Corporate Secretary, stated that the merger agreement is dated April 26, 2026, and involves Organon, Sun Pharmaceutical Holdings USA, Inc. (referred to 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 terms of the agreement, Merger Sub will merge with and into Organon, with Organon surviving the transaction as a wholly owned subsidiary of Sun Pharma USA. Weaver confirmed that Organon's board of directors recommended shareholders vote in favor of both proposals.

After the polls closed, Weaver reported that the Inspector of Election had informed him the preliminary vote 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 noted that the preliminary vote report indicated the compensation proposal also received the required shareholder support. The company stated that 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 confirmed that 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 stated that 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 confirmed that amount was sufficient to establish a quorum. The polls opened at 10:01 a.m. EDT.

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