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Merck Files Form 10 Registration Statement In Connection With Planned Spinoff Of Organon & Co.

  Organon Proposed Board of Directors To Have More Women Than Any S&P 500 Healthcare Company Investor Day Planned for May 3 Ahead of Spinoff in Late Second Quarter 2021 KENILWORTH, N.J.--(BUSINESS WIRE)--

· 03/17/2021 16:28

 

Organon Proposed Board of Directors To Have More Women Than Any S&P 500 Healthcare Company

Investor Day Planned for May 3 Ahead of Spinoff in Late Second Quarter 2021

KENILWORTH, N.J.--(BUSINESS WIRE)-- Merck (NYSE:MRK), known as MSD outside the United States and Canada, today announced that it has filed a Form 10 registration statement with the United States Securities and Exchange Commission (“SEC”) 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.

A copy of the Form 10 is available on the SEC website at www.sec.gov and can also be viewed on www.merck.com/investors/sec-filings.

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 Board of Director Appointments

Organon’s 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 this 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.”

The following list highlights the names of directors at Organon who are expected to serve in their newly appointed roles following the completion of the transaction. For more details, including biographical information, please see the Form 10:

Carrie S. Cox, Former chairman and CEO of Humacyte, Inc., Director Nominee and Chairman of the Board of Directors

Kevin Ali, Chief Executive Officer and Director Nominee

Robert Essner, Former chairman, CEO and president of Wyeth Pharmaceuticals, Inc. and Director Nominee

R. AIan Ezekowitz, Venture Partner, Third Rock Ventures, LLC and Director Nominee

Ma. Fatima D. Francisco, CEO, Global Baby and Feminine Care, Procter & Gamble Company and Director Nominee

Helene D. Gayle, President & CEO, Chicago Community Trust and Director Nominee

Rochelle B. Lazarus, Chairman emeritus, Ogilvy & Mather and Director Nominee

Deborah R. Leone, Former chief operating officer, investment management, Goldman Sachs Group Inc. and Director Nominee

Martha McGarry, Partner, Skadden, Arps, Slate, Meagher & Flom LLP and Director Nominee

Phillip Ozuah, President & CEO, Montefiore Medicine and Director Nominee

Cynthia M. Patton, Executive vice president & general counsel, Verily Life Sciences and Director Nominee

Grace Puma, Executive vice president, global operations, PepsiCo, Inc. and Director Nominee

Shalini Sharp, Former CFO, Ultragenyx Pharmaceutical and Director Nominee

“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 chief executive officer. “Organon’s Board of Directors in conjunction with the management team will help meet the societal need to advance the health of women.”