Merck creates Organon to spin off women’s health, biosimilars portfolio

Merck announced it has filed a Form 10 registration statement with the United States Securities and Exchange Commission in connection with the intended spinoff of its women’s health, biosimilars and established brands businesses into a standalone, publicly-traded company, Organon.

Organon will register its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Form 10 includes detailed information about Organon, such as historic financial information, as well as a description of Organon’s business and strategy and other legal and financial disclosures.

Completion of the transaction is subject to a number of conditions, including effectiveness of the registration statement filed with the SEC, receipt of an opinion from tax counsel and other customary conditions. The transaction also requires final approval of the Merck board of directors. If all conditions are met, the separation is on track for completion late in the second quarter of 2021.

“Merck is confident that the spinoff will deliver significant benefits for both companies, better meet patient and customer needs and create value for Merck shareholders,” said Rob Davis, executive vice president, global services, and chief financial officer, Merck. “The transaction will create two companies with enhanced strategic and operational focus, which is expected to result in accelerated growth, improved agility, simplified and more efficient operating models, and improved resource allocation. Merck and Organon will be well-positioned to pursue distinct strategic agendas that will drive each company’s long-term success.”

Organon said that its vision is to create a better and healthier every day for every woman around the globe. Organon believes the journey to improve women’s health is foundational to the gender equity it wants to see in its organization and in the strategic focus set for the company, which is why it intends to appoint a majority-female board of directors. The board will consist of professionals of the highest caliber, including many of whom have CEO experience and who represent the fields of medicine, public health, business and technology.

“This will be a highly diverse board whose wide-ranging perspectives will help guide and shape Organon’s journey to achieve its vision,” said Carrie Cox, who will be chairman of the Organon board. “The representation of women on the Board — comprising 70% of positions — is higher than any S&P 500 healthcare company, focusing on Organon’s goal of making a positive impact on the global health of women.”

Organon will be led by CEO Kevin Ali and Carrie Cox, former chair and CEO of Humacyte, will chair the board of directors. Other director nominees include:

• Robert Essner, Former chairman, CEO and president of Wyeth Pharmaceuticals
• R. AIan Ezekowitz, venture partner, Third Rock Ventures;
• Ma. Fatima  Francisco, CEO of global baby and feminine care, Procter & Gamble;
• Helene Gayle, president and CEO, Chicago Community Trust;
• Rochelle  Lazarus, chairman emeritus, Ogilvy & Mather;
• Deborah Leone, former chief operating officer, investment management, Goldman Sachs Group;
• Martha McGarry, partner, Skadden, Arps, Slate, Meagher & Flom;
• Phillip Ozuah, president and CEO, Montefiore Medicine;
• Cynthia Patton, executive vice president and general counsel, Verily Life Sciences;
• Grace Puma, executive vice president, global operations, PepsiCo;
• Shalini Sharp, former CFO, Ultragenyx Pharmaceutical.

“I’m proud to have the opportunity to work with such a highly capable board of directors, who bring diverse perspectives that will be foundational to our company,” said Kevin Ali, Organon’s CEO. “Organon’s board of directors in conjunction with the management team will help meet the societal need to advance the health of women.”