Merck Announces Effectiveness of the Form 10
Registration Statement for Organon
Merck (NYSE: MRK), known as MSD outside the United States and
Canada, today announced that its board of directors approved the
separation of Organon & Co. (Organon), and declared a special
dividend distribution of one-tenth of a share of Organon common
stock for every Merck common share outstanding as of the close of
business on May 17, 2021, the record date for the distribution. The
Company also announced that the U.S. Securities and Exchange
Commission (SEC) has declared effective the Registration Statement
on Form 10 filed by Organon. The Form 10 includes information
regarding Organon’s business and strategy as well as details on the
spinoff, which is expected to be completed on June 2, 2021.
“We are pleased to announce the full details of Organon’s
spinoff from Merck, commencing later this month. This spinoff will
position Organon as a successful, independent, publicly traded
company with a compelling portfolio of important medicines,
particularly in women’s health,” said Rob Davis, president, Merck.
“Organon will have a significant impact on women’s health around
the world, providing benefits to patients and shareholders
alike.”
Organon will not issue fractional shares of its common stock in
the distribution. Instead, holders of Merck common shares will
receive cash in lieu of any fractional shares of Organon common
stock that they would otherwise be entitled to. Merck expects the
special dividend of Organon stock will be distributed on June 2,
2021.
There is no current market for Organon common stock. The New
York Stock Exchange (NYSE) has authorized the listing of Organon
common stock under the symbol "OGN". Organon has been advised that
trading in its common stock is expected to begin on a "when issued"
basis on May 14, 2021, under the symbol "OGN.WI." "When issued"
trading of Organon common stock will continue until Merck pays the
special dividend distribution of Organon common stock on June 2,
2021. Organon "when issued" trades are expected to settle after
June 2, 2021, with shares of Organon as a standalone company.
Beginning on May 14, 2021, and continuing through June 2, 2021,
Merck expects that common shares of Merck will trade in two markets
on the NYSE: "regular-way" under the symbol "MRK" and in the
"ex-distribution" market under the symbol "MRK.WI." Merck shares
trading under "MRK" will carry the right to receive shares of
Organon through the special dividend distribution. Merck shares
trading under "MRK.WI" will not carry the right to receive shares
of Organon through the special dividend distribution.
Merck shareholders who sell their shares in the "regular-way"
market on or before June 2, 2021, will also be selling their
entitlement to receive the Organon special dividend distribution of
Organon common stock. Merck shareholders are encouraged to consult
with their financial advisors regarding the specific consequences
of selling Merck common shares on or before June 2, 2021.
On June 3, 2021, regular-way trading will commence on the NYSE
for Organon under the symbol "OGN" and will continue for Merck
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.
About Organon
Organon will be a global healthcare company formed through a
spinoff from Merck to focus on improving the health of women
throughout their lives. It will have a portfolio of more than 60
medicines and products that help address a spectrum of conditions
women face. In addition, Organon will pursue opportunities to
collaborate with biopharmaceutical innovators looking to
commercialize their products by leveraging its scale and presence
in fast-growing international markets.
Organon is expected to have a global footprint with significant
scale and geographic reach, world-class commercial capabilities,
and approximately 10,000 employees with headquarters located in
Jersey City, New Jersey.
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. There can be no guarantees
with respect to whether the proposed spinoff will be completed on
the proposed timetable or at all. 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,
uncertainties as to the timing of the proposed spinoff;
uncertainties as to the status of any required regulatory
approvals; the possibility that various conditions to the
consummation of the spinoff may not be satisfied; 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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