Organon (OGN) Proxy filing summary

Executive summary

• Organon entered into a definitive merger agreement with Sun Pharmaceutical Holdings USA, Inc., under which Organon will be acquired and become a wholly owned subsidiary of Sun Pharma USA, with each eligible share converted into $14.00 in cash, representing significant premiums to recent trading prices.

• The board unanimously approved the merger, determined it to be fair and in the best interests of shareholders, and recommends voting in favor of both the merger and the related executive compensation proposal.

• The special meeting for shareholder voting is scheduled for July 23, 2026, and will be held virtually; approval requires a majority of outstanding shares.

• The merger is expected to close in early 2027, subject to customary closing conditions and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on two proposals: (1) adoption of the merger agreement and (2) a non-binding advisory vote on compensation for named executive officers related to the merger.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• The board recommends voting FOR both proposals.

• Appraisal rights are available for shareholders who do not vote in favor and comply with Delaware law procedures.

Board of directors and corporate governance

• The board and a strategic alternatives committee reviewed a range of options, including divestitures, mergers, and a sale, before selecting the Sun Pharma offer.

• The board considered 24 indications of interest from various parties and financial sponsors.

• The merger agreement includes customary representations, warranties, and covenants, including restrictions on soliciting alternative proposals.