Sun Pharma’s top management at the press conference (From left) Kirti Ganorkar, MD; Aalok Shanghvi, COO; Dilip Shanghvi, Chairman; Jayashree Satagopan, CFO
Sun Pharmaceutical Industries has inked an agreement with United States-based Organon & Co to script the largest overseas buy for the company, and indeed the domestic pharmaceutical industry, besides being among the largest deals for corporate India.
Sun is set to acquire all outstanding shares of Organon for $14 per share in an all‑cash transaction with an enterprise valuation of $11.75 billion.
“Happy, excited and a little anxious,” was 70-year-old Dilip Shanghvi, Sun Pharma’s founder and Executive Chairman’s comment on the deal announced early Monday morning. While Sun and $6.2 billion Organon are comparable in their size, the key differentiator, Shanghvi said, was the “growth trajectory”, where Sun was growing consistently.
Organon has a strong presence in women’s health and was formed from a spinoff from Merck – known as MSD outside of the United States and Canada, in 2021. And the transaction will mark Sun’s entry globally into the biosimilars market, besides getting a strong presence in China, and boosting its innovative medicines portfolio, among other things. The combined company will also become a strong player in established brands /branded generics business, it said.
Sun Pharma has a track-record of pulling off major transactions including the troubled erstwhile Ranbaxy in India and a long-drawn, cross-country buy of Israeli drumaker Taro Pharma. Besides, the Organon transaction comes against the backdrop of US tariff and trade discussions, making a strong presence in the US a sound long-term strategy.
Organon’s portfolio includes more than 70 products across women’s health and general medicines – including biosimilars, commercialized across 140 countries, with the US, Europe, China, Canada, and Brazil among its largest markets. It also has six manufacturing facilities across the European Union and emerging markets.
Harking back to the Ranbaxy deal, Shanghvi said, that too was a transaction that was 80 percent of Sun’s size. While Organon is an all-cash deal, the large debt (about $8.6 billion) is a concern, he said, adding that he was “debt-averse, not risk averse”. Sun will use its own cash and raise debt, he said, adding that the aim was to reduce debt as quickly as possible. Shanghvi was interacting with the media at a a hurriedly called conference, and was flanked by son and Chief Operating Officer Aalok Shanghvi, Sun Managing Director Kirti Ganorkar, and Chief Financial Officer Jayashree Satagopan.
On completion of the deal, the combined entity will have a revenue of $12.4 billion, with innovative medicines accounting for 27 percent. Sun will be among the top 25 global pharmaceutical companies, besides being the seventh largest global biosimilar player, with a presence in 150 countries and 18 large markets, each generating over $100 million revenues. It will also be a stronger cash generating company with EBITDA and cash flow set to nearly double, supporting deleveraging from post transaction Net Debt/EBITDA of 2.3x, it said.
The transaction has been approved by the boards of directors of both companies, but is subject to closing conditions, including receipt of required regulatory approvals and approval by Organon stockholders, it said. It is expected to close in early 2027.
For the year ended December 31, 2025, Organon reported $6.2 billion in revenue and adjusted EBITDA of $ 1.9 billion. Organon had debt of $8.6 billion and cash balance of $574 million. It recently closed the divestment of a women’s health product for which it received an upfront payment of $440 million, the net proceeds of which will further contribute to its March 31, 2026, cash balance.
Deal details
The transaction would be transformatory, said Sun’s Kirti Ganorkar, in that the combined entity “will become a partner of choice for acquiring and launching new products. Our immediate priorities will be business continuity, disciplined integration and responsible value creation. We see strong potential in leveraging Organon’s talent pool. In addition, there is a scope for synergies including significant revenue upside opportunities to be realized over the coming years.”
Jayashree Satagopan said, the acquisition would be financed with $2-2.5 billion of cash on hand, and the balance $9.25-9.75 billion would be funded through committed financing from banks. The potential synergies of over $350 million would be realized in two-four years, she said.
Carrie Cox, Executive Chair of Organon, said, “Following a comprehensive review of strategic alternatives, our Board determined that this all‑cash transaction offers compelling and immediate value to Organon stockholders. We believe Sun Pharma is well positioned to support Organon’s businesses, employees and patients globally, and to further advance our commitment to delivering impactful medicines and solutions.”
Sun Pharma shares were up over 7 percent on Monday (2.54 pm), at ₹1733.75
Sun Pharma will acquire 100% of Organon’s issued and outstanding shares for cash.
Sun Pharma plans to fund the acquisition through a combination of available cash resources and committed financing from banks.
The transaction will be effected by a merger of Organon with a subsidiary of Sun Pharma, with Organon surviving the merger.
The transaction is expected to close in early 2027, subject to customary conditions, including regulatory approvals and Organon stockholder approval.
Advisors
A note on the transaction, said, JP Morgan Securities LLC and Jefferies LLC were the financial advisors to Sun Pharma. White & Case LLP was the legal advisor and AZB & Partners was the legal advisor for India related matters to Sun Pharma.
Citigroup Global Markets Asia Ltd., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd. are serving as financing banks to Sun Pharma. Morgan Stanley & Co. LLC is serving as lead financial advisor to Organon, and Goldman Sachs & Co. LLC is serving as financial advisor to Organon. Sullivan & Cromwell LLP is serving as legal advisor to Organon and Cyril Amarchand Mangaldas is serving as legal advisor for India related matters to Organon, the company said.
Published on April 27, 2026
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