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.
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
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
Investment Themes
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 | ||||
|---|---|---|---|---|---|
Aug 18, 2026 9w ago | Institutional Cluster | $13.68 | awaiting T+60 | — | $13.74 (−0.44%) |
Jul 31, 2026 12w ago | 8-K | $13.55 $13.74 | ▼ −1.40% | ▲ +1.05% | $13.74 (−1.40%) |
Jul 17, 2026 14w ago | 8-K | $13.49 $13.77 | ▲ +2.08% | ▼ −2.76% | $13.74 (+1.85%) |
Jun 17, 2026 18w ago | DEFM14A | $13.42 $13.64 | ▲ +1.64% | ▼ −1.51% | $13.74 (+2.38%) |
Jun 11, 2026 19w ago | DEFA14A | $13.45 $13.78 | ▲ +2.45% | ▼ −1.94% | $13.74 (+2.16%) |
Jun 1, 2026 21w ago | PREM14A | $13.37 $13.75 | ▲ +2.84% | ▲ +1.87% | $13.74 (+2.81%) |
Apr 30, 2026 25w ago | DEFA14A | $13.25 $13.52 | ▲ +2.08% | ▼ −0.74% | $13.74 (+3.74%) |
Apr 30, 2026 25w ago | 8-K | $13.25 $13.52 | ▼ −2.08% | ▲ +0.74% | $13.74 (−3.74%) |
Apr 27, 2026 26w ago | DEFA14A | $13.32 $13.56 | ▲ +1.84% | ▼ −1.88% | $13.74 (+3.19%) |
Apr 27, 2026 26w ago | DEFA14A | $13.32 $13.56 | ▲ +1.84% | ▼ −1.88% | $13.74 (+3.19%) |
US Market Status
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