Organon Announces Pricing of $1.0 Billion Senior Notes Offering

Organon (NYSE: OGN) (“Organon”), a global healthcare company with a focus on women’s health, announced today that it, together with Organon Foreign Debt Co-Issuer B.V., a direct wholly-owned subsidiary of Organon, as co-issuer (the “Co-Issuer” and, together with Organon, the “Companies”), have priced an offering of $500 million of 6.750% senior secured notes due 2034 (the “Secured Notes”) and $500 million of 7.875% senior unsecured notes due 2034 (the “Unsecured Notes” and, together with the Secured Notes the “Notes”). Each series of notes will be guaranteed by each of the entities that guarantees the Companies’ existing senior secured credit facilities (the “Credit Facilities”).

The Companies intend to use the net proceeds from the sale of the Notes to repay a portion of their borrowings under the Credit Facilities’ U.S. dollar-denominated “tranche B” term loan and to pay the fees and expenses incurred in connection with the foregoing.

The Notes will be fully and unconditionally guaranteed on a secured or unsecured basis, as applicable, jointly and several, by all of Organon’s existing or future subsidiaries that guarantee the debt under its senior credit facilities. The initial offering price to investors will be 100% of the principal amount thereof. The Notes offering is expected to close on May 17, 2024, subject to customary closing conditions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act exclusively to persons other than retail investors in the European Economic Area, whereby each a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Organon

Organon is a global healthcare company formed to focus on improving the health of women throughout their lives. Organon offers more than 60 medicines and products in women’s health in addition to a growing biosimilars business and a large franchise of established medicines across a range of therapeutic areas. Organon’s existing products produce strong cash flows that support investments in innovation and future growth opportunities in women’s health and biosimilars. In addition, Organon is pursuing opportunities to collaborate with biopharmaceutical innovators looking to commercialize their products by leveraging its scale and presence in fast growing international markets.

Organon has 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.

For more information, visit http://www.organon.com and connect with us on LinkedIn, Instagram, X (formally known as Twitter) and Facebook.

Cautionary Note Regarding Forward-Looking Statements

Some statements and disclosures in this press release are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “aims,” “may,” “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning. These statements include, but are not limited to, statements regarding terms of the offering of the notes and the intended use of proceeds. These forward-looking statements are based on Organon’s current plans and expectations and are subject to a number of risks and uncertainties that could cause Organon’s plans and expectations, including actual results, to differ materially from the forward-looking statements. Organon may not consummate the proposed offering described in this press release and, if consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above.

Organon undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Factors that could cause results to differ materially from those described in the forward-looking statements can be found in Organon’s filings with the Securities and Exchange Commission (“SEC”), including Organon’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and subsequent SEC filings, available at the SEC’s Internet site (www.sec.gov).

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