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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."
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.
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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