Sun Pharmaceutical Industries (SUNPHARMA) investor relations material

Deal rationale and strategic fit

• Accelerates transformation into a global pharma leader, expanding presence to over 150 markets and strengthening positions in women's health, biosimilars, and innovative medicines.

• Leverages complementary portfolios and commercial footprints, enhancing reach in the US, EU, China, and emerging markets.

• Unlocks new growth platforms, including biosimilars and women's health, and enhances licensing opportunities.

• Organon brings a strong global commercial footprint, especially in women's health, with leading brands and established presence in 140 countries.

• Entry into biosimilars as a top-10 global player and expansion in established brands and innovative medicines.

Financial terms and conditions

• Acquisition price set at $14.00 per share in cash, representing an equity value of $3.99 billion and enterprise value of $11.75 billion on a fully diluted basis.

• Funded through $2–2.5 billion in cash and the remainder via committed bank financing.

• Sun Pharma will acquire 100% of Organon's outstanding shares in an all-cash transaction.

• Post-acquisition, net debt/EBITDA will be 2.3x, with a focus on rapid debt repayment.

• Transaction expected to close in early 2027, subject to customary approvals.

Synergies and expected cost savings

• Estimated $350 million in cost synergies over 2–4 years, mainly from procurement, supply chain, and operational efficiencies.

• Additional sales synergies anticipated from cross-selling and leveraging combined commercial infrastructure, though not yet quantified.

• Value creation through cross-pollination of portfolios, operational efficiencies, and leveraging combined technology and commercial platforms.

• EBITDA and cash flow are expected to nearly double, supporting deleveraging from a post-transaction Net Debt/EBITDA of 2.3x.

• Significant revenue upside opportunities and synergies are anticipated over the coming years.