Merck Files Registration Statement on Planned Spinoff of Organon & Co.

 Organon Proposed Board of Directors To Have More Women Than Any S&P 500 Healthcare Company

Investor Day Planned for May 3 Ahead of Spinoff in Late Second Quarter 2021

Merck & Co. (NYSE: MRK), known as MSD outside the United States and Canada, today announced that it has filed a Form 10 registration statement with the United States Securities and Exchange Commission (“SEC”) in connection with the intended spinoff of its women’s health, biosimilars and established brands businesses into a standalone, publicly-traded company, Organon. Organon will register its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Form 10 includes detailed information about Organon, such as historic financial information, as well as a description of Organon’s business and strategy and other legal and financial disclosures.

A copy of the Form 10 is available on the SEC website at www.sec.gov and can also be viewed on www.merck.com/investors/sec-filings.

Completion of the transaction is subject to a number of conditions, including effectiveness of the registration statement filed with the SEC, receipt of an opinion from tax counsel and other customary conditions. The transaction also requires final approval of the Merck Board of Directors. If all conditions are met, the separation is on track for completion late in the second quarter of 2021.

“Merck is confident that the spinoff will deliver significant benefits for both companies, better meet patient and customer needs and create value for Merck shareholders,” said Rob Davis, executive vice president, global services, and chief financial officer, Merck. “The transaction will create two companies with enhanced strategic and operational focus, which is expected to result in accelerated growth, improved agility, simplified and more efficient operating models, and improved resource allocation. Merck and Organon will be well-positioned to pursue distinct strategic agendas that will drive each company’s long-term success.”

Merck will host a virtual investor event on Monday, May 3 beginning at 10 a.m. EDT and lasting approximately two hours. At the meeting, Organon management will present its strategy, opportunities for growth and financial outlook followed by a question and answer session. Details will be provided at a date closer to the event merck.com/investor-relations.

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