Sun Pharma and Organon File HSR, Awaiting Antitrust Clearance

Key Takeaways

• HSR Notification and Report Forms were filed May 21, 2026, per Organon's SEC proxy statement.
• The HSR waiting period is set to expire June 22, 2026, at 11:59 p.m. Eastern Time unless extended.
• The merger agreement dated April 26, 2026 values Organon at $11.75 billion EV and $14.00 cash per share.
• Closing still requires HSR clearance, other regulatory consents, and Organon stockholder approval.

What Does the Organon HSR Filing Change?

Filing under the Hart-Scott-Rodino Act moves the Sun Pharma–Organon deal from signed agreement into active U.S. antitrust review. The Federal Trade Commission and Department of Justice use the waiting period to assess competitive effects before parties may close. Organon's preliminary proxy (PREM14A) confirms the May 21, 2026 filing date and the June 22, 2026 expiration clock.

For BD and investor desks, the practical change is calendar risk. Until the waiting period expires or terminates, the parties cannot close under U.S. HSR rules even if boards already approved the April 26, 2026 merger agreement. A clean expiration on June 22, 2026 would remove one major condition; a second request would push diligence deeper into summer 2026.

When Was the Definitive Merger Agreement Signed?

Organon and Sun Pharmaceutical Holdings USA, Inc. entered into an Agreement and Plan of Merger on April 26, 2026. Sun Pharma America, Inc., a wholly owned subsidiary of Sun Pharma USA, will merge into Organon, with Organon surviving as a wholly owned subsidiary. Deal economics are stated in Organon's Exhibit 99.1 press release filed with the SEC: $14.00 per share cash and $11.75 billion enterprise value.

The same Exhibit 99.1 frames the transaction as an all-cash acquisition of all outstanding Organon shares and points investors to subsequent Schedule 14A proxy materials for voting details. The structure is a classic reverse triangular merger under Delaware corporate practice, with Organon continuing as the surviving corporation after merger sub combines into it.

Key Deal Terms From SEC Filings

SEC materials lock the commercial terms investors should track. They do not by themselves clear antitrust risk.

• $14.00 cash per Organon share
• $11.75 billion enterprise value
• Merger Agreement dated April 26, 2026
• HSR forms filed May 21, 2026
• Initial HSR waiting period end: June 22, 2026, 11:59 p.m. ET

How Does HSR Review Work for This Deal?

Under the HSR Act, parties above applicable thresholds must observe a waiting period—typically 30 days—before closing. The FTC Premerger Notification Program describes the statutory process and second-request pathway. If agencies issue a second request before June 22, 2026, the timeline lengthens and document production expands. Early termination is possible but not assured for a transaction of this scale.

Organon's proxy also flags that non-U.S. antitrust clearances and foreign direct investment reviews can run on parallel clocks. Those reviews are separate from the U.S. HSR waiting period and can still delay closing even if June 22, 2026 passes without a second request.

What Closing Conditions Remain After HSR?

Organon's proxy states that completion also depends on expiration or termination of the HSR waiting period, required non-U.S. antitrust and foreign investment consents where applicable, and authorizations under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) if triggered. Organon stockholders must still approve the merger, and the SEC must clear definitive proxy materials for the vote. The Agreement and Plan of Merger (Exhibit 2.1) is the governing contract for those conditions.

What Remains Unproven Until Clearance

SEC filings confirm agreement terms and HSR timing. They do not prove the FTC or DOJ will clear the deal without remedies, nor do they guarantee closing in 2026. Second-request risk, foreign antitrust review, and stockholder vote outcomes are open facts. Revenue-synergy or market-share claims beyond the filed $11.75 billion EV and $14.00 per-share price are not established in the primary materials cited here.

Related NovaPharma coverage

• Organon to be acquired by Sun Pharma for $14.00 cash per share
• EU draft merger guidelines and capabilities treatment
• Rallybio–Avenzo oncology reverse merger financing

Frequently Asked Questions

Primary Sources

1. Organon PREM14A — HSR May 21 / June 22 waiting period
2. Organon EX-99.1 — $14.00/share, $11.75B EV announcement
3. FTC Premerger Notification Program (HSR overview)
4. Organon EX-2.1 — Agreement and Plan of Merger