Merck Announces Completion of Organon & Co. Spinoff
June 03 2021 - 6:45AM
Business Wire
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, today announced it has completed the spinoff of Organon
& Co. (Organon).
“Today marks a significant milestone for both Merck and Organon.
Organon is now an independent, publicly traded company with a broad
portfolio of important medicines and products, and is fully
prepared to deliver sustainable growth and value,” said Rob Davis,
president, Merck. “With leadership in our growth pillars and our
robust pipeline, Merck is well positioned for strong long-term
growth, with scientific innovation remaining the source of our
value creation.”
Merck’s goal with the spinoff was to create two patient-focused
companies with enhanced strategic and operational focus, improved
agility, simplified operating models, optimized capital structures
and improved financial profiles. Merck believes the transaction
will deliver significant benefits for both Merck and Organon and
create value for Merck shareholders. The spinoff is expected to
allow Merck to increase its focus on key growth pillars, achieve
higher revenue and EPS growth rates and enable incremental
operating efficiencies of approximately $1.5 billion, which are
expected to be achieved ratably over three years, with
approximately $500 million realized during 2021. In connection with
the spinoff, Merck received a distribution from Organon of
approximately $9 billion.
Organon did not issue fractional shares of its common stock in
the distribution. Instead, holders of Merck common shares received
cash in lieu of any fractional shares of Organon common stock that
they would have otherwise been entitled to.
Shares of Organon will be listed and commence trading today on
the New York Stock Exchange under the symbol "OGN". Shares of Merck
will continue to trade under the symbol "MRK".
About Merck
For 130 years, Merck, known as MSD outside of the United States
and Canada, has been inventing for life, bringing forward medicines
and vaccines for many of the world’s most challenging diseases in
pursuit of our mission to save and improve lives. We demonstrate
our commitment to patients and population health by increasing
access to health care through far-reaching policies, programs and
partnerships. Today, Merck continues to be at the forefront of
research to prevent and treat diseases that threaten people and
animals – including cancer, infectious diseases such as HIV and
Ebola, and emerging animal diseases – as we aspire to be the
premier research-intensive biopharmaceutical company in the world.
For more information, visit www.merck.com and connect with us on
Twitter, Facebook, Instagram, YouTube and LinkedIn.
Forward-Looking Statement of Merck & Co., Inc.,
Kenilworth, N.J., USA
This news release of Merck & Co., Inc., Kenilworth, N.J.,
USA (the “company”) includes “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include statements with respect to the
company’s plans to spinoff certain of its businesses into an
independent company, the timing and structure of such spinoff, the
characteristics of the business to be separated, the expected
benefits of the spinoff to the company, estimates of future Organon
results of operations, the timing of any product launches by
Organon and estimates of the markets in which Organon will operate.
These statements are based upon the current beliefs and
expectations of the company’s management and are subject to
significant risks and uncertainties. If underlying assumptions
prove inaccurate or risks or uncertainties materialize, actual
results may differ materially from those set forth in the
forward-looking statements.
Risks and uncertainties include but are not limited to, the
effects of disruption from the transactions contemplated in
connection with the spinoff; general industry conditions and
competition; general economic factors, including interest rate and
currency exchange rate fluctuations; the impact of pharmaceutical
industry regulation and health care legislation in the United
States and internationally; the impact of the global outbreak of
novel coronavirus disease (COVID-19); global trends toward health
care cost containment; technological advances, new products and
patents attained by competitors; challenges inherent in new product
development, including obtaining regulatory approval; the company’s
ability to accurately predict future market conditions;
manufacturing difficulties or delays; financial instability of
international economies and sovereign risk; dependence on the
effectiveness of the company’s patents and other protections for
innovative products; and the exposure to litigation, including
patent litigation, and/or regulatory actions.
The company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional factors that could cause
results to differ materially from those described in the
forward-looking statements can be found in the company’s 2020
Annual Report on Form 10-K, Organon’s Registration Statement on
Form 10 (File No. 001-40235) and the company’s other filings with
the Securities and Exchange Commission (SEC) available at the SEC’s
Internet site (www.sec.gov).
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