Pharma major Sun Pharma has entered into a definitive agreement to acquire US-based Organon & Co in an all-cash transaction valued at an enterprise value of $11.75 billion, marking the largest overseas acquisition by an Indian pharmaceutical company.

Under the agreement, Organon shareholders will receive $14 per share in cash. The transaction, approved by the boards of both companies, is expected to close in early 2027, subject to regulatory approvals and shareholder consent.

Organon, which was spun off from Merck (known as MSD outside the US and Canada) in 2021, has a portfolio of over 70 products across women’s health and general medicines, including biosimilars. The company operates in more than 140 markets, with key regions including the US, Europe, China, Canada and Brazil, supported by six manufacturing facilities.

For the year ended December 2025, Organon reported revenue of $6.2 billion and adjusted EBITDA of $1.9 billion. It had debt of $8.6 billion and cash balances of $574 million.

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The acquisition aligns with Sun Pharma’s strategy to expand its innovative medicines business while strengthening its presence in established brands and branded generics. The combined entity is expected to have revenues of $12.4 billion, based on FY25 for Sun Pharma and CY2025 for Organon.

Dilip Shanghvi, Executive Chairman of Sun Pharma, said the transaction provides an opportunity to build a more diversified platform. “Organon’s portfolio, capabilities and global reach are highly complementary to our own,” he said, adding that the combined entity could drive sustainable long-term growth.

Post-acquisition, the combined business is expected to have a presence in 150 countries, with 18 markets generating over $100 million in revenue each. The deal also marks Sun Pharma’s entry into biosimilars at scale and strengthens its position in women’s health, where it is expected to become a top three global player. The acquisition expands Sun Pharma’s global footprint and product portfolio, particularly in women’s health and biosimilars, while adding scale in key developed markets.

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Kirti Ganorkar, Managing Director, said the company will focus on business continuity and disciplined integration. “We see strong potential in leveraging Organon’s talent pool… there is scope for synergies including significant revenue upside opportunities over the coming years,” he said.

Sun Pharma plans to fund the acquisition through a mix of internal accruals and committed financing from banks. Following the transaction, the combined company’s net debt to EBITDA is expected at 2.3 times, with operating cash flows projected to support deleveraging.

Carrie Cox, Executive Chair of Organon, said the board considered multiple strategic options before agreeing to the deal. “This all-cash transaction offers compelling and immediate value to Organon stockholders,” she said, adding that Sun Pharma is well positioned to support the company’s business and employees globally.

Advisers to the deal include JP Morgan and Jefferies for Sun Pharma, while Morgan Stanley and Goldman Sachs are advising Organon.
 

Published on: Apr 27, 2026 9:56 AM IST