Organon & Co. Enters Material Definitive Agreement

TL;DR

Organon & Co. signed a big deal on Sept 17th. Details TBD.

AI Summary

On September 17, 2024, Organon & Co. entered into a material definitive agreement. The filing does not provide specific details about the agreement, its counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Organon & Co., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the agreement.

Key Players & Entities

• Organon & Co. (company) — Registrant
• September 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share OGN NYSE Indicate by ch
• $1.2 b — te consideration of up to approximately $1.2 billion, comprising (i) a payment of $175
• $175 million — .2 billion, comprising (i) a payment of $175 million payable at the closing of the Merger; (
• $75 million — le at the closing of the Merger; (ii) a $75 million milestone payment upon the receipt of F
• $950 million — dermatitis, and (iii) payments of up to $950 million upon the achievement of certain commerc

Filing Documents

• tm2424316d1_8k.htm (8-K) — 36KB
• tm2424316d1_ex10-1.htm (EX-10.1) — 1166KB
• 0001104659-24-102053.txt ( ) — 1587KB
• ogn-20240917.xsd (EX-101.SCH) — 3KB
• ogn-20240917_lab.xml (EX-101.LAB) — 33KB
• ogn-20240917_pre.xml (EX-101.PRE) — 22KB
• tm2424316d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. The Agreement and Plan of Merger On September 17, 2024, Organon & Co., a Delaware corporation (" Organon ", the " Company "), and Organon Bermuda Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and an indirect wholly owned subsidiary of Organon (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among Organon, Merger Sub, Dermavant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (" Dermavant ") and Roivant Sciences Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, solely in its capacity as the representative of the securityholders of Dermavant. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Dermavant, with Dermavant continuing as the surviving company and a wholly owned subsidiary of Organon (the " Merger "). Organon has agreed to acquire Dermavant for aggregate consideration of up to approximately $1.2 billion, comprising (i) a payment of $175 million payable at the closing of the Merger; (ii) a $75 million milestone payment upon the receipt of FDA approval for the use of VTAMA in the treatment of atopic dermatitis, and (iii) payments of up to $950 million upon the achievement of certain commercial milestones with respect to VTAMA. Additionally, Dermavant shareholders will also earn tiered royalty payments based on net sales of VTAMA. The Merger is expected to close in the fourth quarter of calendar year 2024. Consummation of the Merger is subject to customary closing conditions, including the expiration of the waiting period (and any extension thereof) applicable to the consummation of the Merger under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the absence of any action by a government authority challenging the Merger. The Merger Agreement contains customary representations, warranties, indem

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Agreement and Plan of Merger, dated September 17, 2024, by and among Organon & Co., Organon Bermuda Ltd., Dermavant Sciences Ltd. and Roivant Sciences Ltd. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. Additionally, portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such portions are (i) not material and (ii) are the type of information the registrant customarily and actually treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Organon & Co. By: /s/ Kirke Weaver Name: Kirke Weaver Title: General Counsel & Corporate Secretary Dated: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR