Organon (OGN) Proxy filing summary

Executive summary

• Announced acquisition of Organon by Sun Pharma for $11.75Bn, with $14.00 per share in cash, representing a 103% premium to the April 9, 2026, closing price.

• Transaction approved by both companies' boards and expected to close in early 2027, pending regulatory and shareholder approvals.

• Organon operates globally with a portfolio of over 70 products in Women's Health and General Medicines, commercialized in 140+ countries.

• Sun Pharma aims to become a top 25 global pharmaceutical company, with significant expansion in women's health and biosimilars.

• Forward-looking statements highlight risks related to deal completion, regulatory approvals, and potential impacts on business operations.

Voting matters and shareholder proposals

• Organon stockholder approval is required for the merger to proceed.

• Proxy materials, including the Merger Proxy Statement and proxy card, will be mailed to stockholders for voting.

Board of directors and corporate governance

• Both Organon and Sun Pharma boards have approved the transaction.

• Organon's directors, executive officers, and employees may be considered participants in the proxy solicitation.