Merck is spinning off products from its women’s health, legacy brands, and biosimilars franchises into a new independent, publicly traded company (“NewCo”)

Materials and Resources

Merck Announces Acquisition of Alydia Health on behalf of its Planned Spinoff of Organon

KENILWORTH, N.J. & MENLO PARK, Calif., March 30, 2021 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, and Alydia Health announced today that they have entered into a definitive agreement pursuant to which, after the intended Merck spinoff of Organon, Organon will acquire Alydia Health. Alydia Health is a commercial-stage medical device company focused on preventing maternal morbidity and mortality caused by postpartum hemorrhage (PPH) or abnormal postpartum uterine bleeding. PPH is one of the most common complications of birth, resulting in pharmacologic treatment in up to 10% of mothers and potentially resulting in emergency intervention such as hysterectomy and blood transfusions, and, in some cases, maternal death.¹ The transaction is expected to close after Organon has spun off from Merck as a standalone publicly traded company.


Merck Announces Filing of Form 10 Registration Statement in Connection with Planned Spinoff of Organon & Co.

KENILWORTH, N.J.–(BUSINESS WIRE)– Merck (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.


Merck Announces Appointment of Organon & Co. General Counsel

KENILWORTH, N.J., July 8, 2020 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced the appointment of Deborah H. Telman as General Counsel for Organon & Co., its intended spinoff of its women’s health, legacy brands and biosimilars businesses.

In her new role, Deb will act as senior legal advisor to the Board of Directors, Chief Executive Officer and senior management and will be responsible for the company’s worldwide legal affairs, compliance and global environmental health & safety. She will join Organon from Sorrento Therapeutics where she served as Senior Vice President, General Counsel and Corporate Secretary leading the legal, compliance, human resource and quality functions. Deb has spent more than 20 years in senior executive roles at several global companies including Abbott, Johnson Controls and Boeing. She also brings deep experience in mergers and acquisitions, including a major pharmaceutical spinoff with Abbott at the time of its spin from AbbVie.


Merck Announces Appointment of Organon & Co. Chief Financial Officer and Chief Information Officer

KENILWORTH, N.J., May 18, 2020 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced the appointment of Matthew Walsh and Rachel Stahler as Chief Financial Officer and Chief Information Officer, respectively, for Organon & Co., its intended spinoff of its women’s health, legacy brands and biosimilars businesses. 

In his new role at Organon, Matt will be responsible for the development and execution of the company’s overall financial strategy, and will oversee corporate financial planning, tax, audit, treasury, investor relations and business development. He will join Organon from Allergan where he served as Executive Vice President (EVP) and Chief Financial Officer (CFO). A seasoned finance executive with over 15 years of public company CFO experience, Matt has notable expertise in mergers and acquisitions, including 11 acquisitions and integrations and five divestitures during his nine-year tenure at Catalent where he served as EVP, CFO.


Merck Announces Organon & Co. as New Company Name for Planned Spinoff

KENILWORTH, N.J., March 11, 2020 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced that Organon & Co. will be the name of the new company to be created through the intended spinoff of its women’s health, trusted legacy brands and biosimilars businesses.

Organon has been an important part of Merck since the 2009 Schering-Plough acquisition. The Organon name has strong brand equity and engenders great respect among health care professionals for its dedication and innovation in women’s health.


News Release

KENILWORTH, N.J., Feb. 5, 2020 – Merck (NYSE: MRK), known as MSD outside the United States and Canada, today announced its intention to spin-off products from its Women’s Health, trusted Legacy Brands, and Biosimilars businesses into a new, yet-to-be-named, independent, publicly traded company. The spinoff will allow both management teams to drive increased responsiveness to the particular needs of their patients and customers and achieve faster growth through focused and fit-for-purpose operating models.

Merck will continue to benefit from strong growth across its current key pillars of Oncology, Vaccines, Hospital and Animal Health, while remaining fully committed to investing in research and development in pursuit of breakthrough innovations across all areas of science and to driving value from its deep late-stage pipeline. As a premier research-intensive biopharmaceutical company, Merck will continue its pursuit to advance the prevention and treatment of diseases that threaten people and communities around the world.

Investor Presentation

Board of Directors

Carrie Cox – Board Chair

Carrie serves as chairman of the Organon Board of Directors. She is the former executive chairman of Humacyte, Inc., a privately held regenerative medical-technology company, since 2018. She joined Humacyte in 2010 as its CEO, adding the title of chairman in 2013. Carrie served as executive vice president of Schering-Plough and president of Schering-Plough’s global pharmaceutical business from 2003 until 2009, when Schering-Plough merged with Merck & Co., Inc. Prior to joining Schering-Plough, Carrie was president of Pharmacia Corporation’s pharmaceutical business from 1997 until its merger with Pfizer Inc. in 2003. She also currently serves on the Board of Directors of Texas Instruments Inc., Cardinal Health Inc. and Selecta Biosciences, Inc. Carrie is a graduate of the Massachusetts College of Pharmacy.

Kevin Ali

Kevin serves as our chief executive officer and is a member of the Board of Directors. In his most recent role at Merck, he led the company’s global enterprise portfolio strategy initiative, reporting to chairman and CEO Kenneth Frazier. Prior to this role, between 2017 and 2019, Kevin was the president of MSD International, with commercial responsibility for all markets outside of the United States. Under his leadership, the MSD International division was a significant driver of Merck’s growth. Earlier in his Merck career, Kevin was the president of the Emerging Markets region, where he transformed the performance of many markets into sustained growth and strength and introduced a number of important commercial development partnerships. He has also held several additional leadership roles at Merck, including senior vice president and general manager of the bone, respiratory, immunology and dermatology franchise; senior vice president and managing director of MSD in Germany; and managing director of MSD in Turkey. Kevin is a graduate of the University of California at Berkeley and holds an MBA from Santa Clara University.

Robert Essner

Bob is the former chairman president and CEO of Wyeth, LLC, a global pharmaceutical company with a substantial women’s health division acquired by Pfizer Inc. in 2009. Prior to joining Wyeth, Bob held senior roles at Sandoz Pharmaceuticals Corporation. Since 2009, Bob has served as a senior advisor of Global Healthcare for The Carlyle Group Inc. He also serves as an executive in residence and adjunct professor of business at Columbia Business School.

Alan Ezekowitz, M.D., Ph.D.

Alan is currently a partner at Third Rock Ventures, LLC, and serves as entrepreneur in residence at Cardinal Partners. From 2011 to 2019, Alan was co-founder and CEO of Abide Therapeutics, Inc., which was acquired by Lundbeck Pharmaceuticals Ltd. in 2019. He was previously a senior vice president at Merck Research Laboratories responsible for the bone, respiratory, immunology, inflammation and dermatology franchises. Prior to his time at Merck, Alan was the chief of pediatric services at Partner Healthcare System, Inc. and at the Massachusetts General Hospital. From 1995 to 2006, he was the Charles Wilder professor of pediatrics at Harvard Medical School. Alan was born in South Africa, educated at the University of Cape Town, and earned a doctorate in philosophy at the University of Oxford in the United Kingdom.

Fatima de Vera Francisco

Fama is the CEO of global baby and feminine care for the Procter & Gamble Company. She has spent her career at Procter & Gamble in positions of increasing responsibility, including president of global baby care and president of global feminine care. Her consumer marketing and operational experience, especially in the specialized area of women’s health, are valuable skill sets for the Organon board. Originally from the Philippines and a graduate of the University of the Philippines Los Banos, Fama currently resides in Switzerland.

Helene Gayle, M.D.

Helene is the president and CEO of the Chicago Community Trust, an over-100-year old civic organization dedicated to addressing the region’s racial and ethnic disparities. Dr. Gayle formerly served as CEO of the McKinsey Social Initiative as well as president and CEO of the Cooperative for Assistance and Relief Everywhere (CARE). Prior to her role at CARE, she held senior posts at the Bill & Melinda Gates Foundation as well as the U.S. Centers for Disease Control and Prevention (CDC). In addition to her public health experience, Helene has significant public company governance experience. She currently serves as a director on the boards of The Coca-Cola Company, where she chairs the human capital management and compensation committee; the Colgate-Palmolive Company, where she chairs the nominating, governance and corporate responsibility committee; as well as GoHealth, Inc., a newly public company listed in July 2020. Helene earned a B.A. in psychology from Barnard College, a medical degree from the University of Pennsylvania and a master’s degree in public health from Johns Hopkins University.

Shelly Lazarus

Shelly has served as chairman emeritus of Ogilvy & Mather, a global advertising and marketing communication company, since 2012. Prior to that, she served as chairman of Ogilvy & Mather between 2008 and 2012 and as its chairman and CEO between 1996 and 2008. Prior to those roles, she also served as president of Ogilvy & Mather Direct North America, Ogilvy & Mather New York and Ogilvy & Mather North America. She previously served on the Board of Directors of Merck from 2004 to 2020 and the General Electric Company from 2000 to 2018. She is currently a director of the Blackstone Group. Shelly is also a trustee of the New York Presbyterian Hospital and is a member of the Board of Overseers of Columbia Business School as well as several other charitable and civic organizations. She is a graduate of Smith College and received an MBA from Columbia University.

Deborah Leone

Debbie is the former chief operating officer, investment management at the Goldman Sachs Group, Inc. Prior to her COO role, she served as a partner and director of internal audit at Goldman Sachs from 2011 to 2017, and as partner and controller, investment management from 2008 to 2011. Debbie received a B.S. in accounting and an MBA in accounting and finance from Syracuse University.

Martha McGarry

Martha has been a partner at Skadden, Arps, Slate, Meaher & Flom LLP since 1977. Her practice focuses on mergers and acquisitions, corporate governance and private equity. Martha’s extensive experience in M&A and supporting growth companies in their business development efforts is a substantial asset to the Organon Board of Directors. She received a law degree from Fordham University and a B.A. from Middlebury College.

Philip Ozuah, M.D., Ph.D.

Philip is the president and CEO of Montefiore Medicine, having previously served as the president of Montefiore Health System (2018-2019) and executive vice president and COO of Montefiore Health System (2012-2018). Prior to joining Montefiore, Philip was chairman and professor of the department of pediatrics and the department of epidemiology, population health at the Albert Einstein College of Medicine. Originally from Nigeria, he earned a medical degree from the University of Ibadan. He also holds a Ph.D. from the University of Nebraska and a master’s in education from the University of Southern California.

Cynthia Patton

Cynthia is currently executive vice president and general counsel at Verily Life Sciences, part of Alphabet Inc. Previously, she served as senior vice president and chief compliance officer at Amgen Inc. from 2012 to 2020. Prior to Amgen, she served as general counsel of SCAN Health Plan, a California HMO. Cynthia serves on the Board of Directors of the Martin Luther King, Jr. Community Hospital in Los Angeles, CA, a private, nonprofit, safety-net hospital serving South Los Angeles. She received a J.D. from George Washington University and a bachelor’s degree from Vassar College.

Grace Puma

Grace serves as executive vice president, global operations at PepsiCo, Inc., a position she has held since 2017. Over a career spanning multiple industries, Grace has served as senior vice president and global chief procurement officer at PepsiCo (2010 to 2016), senior vice president and global chief procurement officer at United Continental Holdings (2007-2010) and in positions of increasing responsibility at Kraft Foods, Inc. (1999-2007) and Motorola, Inc. (1995-1999). She served as a director of Williams-Sonoma, Inc. from 2017 to 2020.

Shalini Sharp

Shalini was the CFO and executive vice president of Ultragenyx Pharmaceutical Inc., a position she held since 2012 until her retirement in September 2020. Prior to joining Ultragenyx, she was CFO of Agenus Inc. from 2003 to 2012 and served as interim CEO of Elan Corporation, PLC from 2001 to 2003. Shalini has extensive public company governance experience in the biotechnology industry, having served as a director and chair of the audit committee at Sutro Biopharma, Inc. since 2018, and as a director and chair of the audit committee at Precision Biosciences, Inc. since 2019. She also currently serves as a director at Neurocrine Biosciences, Inc. She received an MBA and a B.A. from Harvard University.

Kenneth C. Frazier, Chairman and CEO of Merck & Co., Inc.

  • Served as the chairman and CEO of Merck & Co., Inc. (Merck) since 2011
  • Under Frazier’s leadership, Merck is delivering innovative lifesaving medicines and vaccines as well as long-term and sustainable value to its multiple stakeholders. Frazier has substantially increased Merck’s investment in research while refocusing the organization on the launch and growth of key products that provide benefit to society
  • Previously served as president of Merck; executive vice president and president, Global Human Health; and executive vice president and general counsel at Merck
  • Prior to joining Merck, Frazier was a partner with the Philadelphia, PA, law firm Drinker Biddle & Reath
  • Sits on boards of PhRMA, Weill Cornell Medicine, Exxon Mobil Corporation, and Cornerstone Christian Academy in Philadelphia
  • Member of the American Academy of Arts and Sciences, American Philosophical Society, Business Council, Council of the American Law Institute, and American Bar Association

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Kevin Ali, Appointed CEO of NewCo

  • Currently serves as senior vice president, leading Merck’s enterprise portfolio strategy including responsibility for strategic review of Merck’s Human Health portfolio, and reports directly to Chairman and CEO Kenneth C. Frazier
  • Has 3 decades of pharmaceutical and commercial experience with extensive knowledge of Merck’s portfolio and operations, as well as the pharmaceutical industry and customer landscape
  • Previously president of MSD International, where he established a central organizational structure and led Merck’s operations in all countries outside the US, a significant driver of the company’s growth and financial results
  • In his prior role as president of emerging markets, Ali achieved sustained growth performance in many markets, and introduced several important commercial partnerships and agreements critical to market expansion
  • Prior senior leadership roles include senior vice president and general manager of the Bone, Respiratory, Immunology, and Dermatology franchise; senior vice president and managing director of MSD Germany; and managing director of MSD Turkey, among others

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Carrie Cox, Appointed Chairman of NewCo

  • Former chairman and CEO of Humacyte from 2010 until June 2018, and executive chairman into 2019
  • Previously executive vice president and president of Global Pharmaceuticals at Schering-Plough from 2003 until its merger with Merck in November 2009. Under her leadership, the business delivered substantial revenue growth
  • Prior roles included president of Global Prescription Business at Pharmacia Corporation, senior vice president of global business management at Pharmacia & Upjohn (Pharmacia’s predecessor), and vice president of Women’s Healthcare at Wyeth-Ayerst
  • Currently on the Boards of Directors of Texas Instruments, Cardinal Health, and Selecta Biosciences
  • Named 6 times to FORTUNE Magazine’s list of the “50 Most Powerful Women in Business” and featured in the Harvard Business Review and in The New York Times bestseller The Profit Zone

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Matthew Walsh, Appointed CFO of NewCo

  • Joins NewCo from Allergan, where he served as Executive Vice President and Chief Financial Officer since February 2018
  • Seasoned finance executive with over 15 years of public company CFO experience. Brings a healthcare background from his prior role with Allergan and from Catalent, where he served as EVP, CFO for 10 years
  • Before Catalent, served as President, CFO and Acting CEO at Escala Group, Inc.
  • Previously held a variety of finance leadership roles at GenTek, Inc., including Vice President-Finance & Chief Financial Officer, Vice President & Treasurer and Group Controller

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Rachel Stahler, Appointed CIO of NewCo

  • Joins NewCo from Allergan where she recently served as CIO
  • Brings expertise in a broad range of information technology disciplines combined with a passion for bringing innovative new treatments to patients in need
  • Prior to Allergan, held CIO positions in multiple global healthcare organizations including Syneos Health/Inventiv Health and Optimer Pharmaceuticals
  • Spent eight years at Pfizer, Inc., where she held senior level roles in its pharmaceutical and diversified businesses, including technology lead for a Global Center of Excellence for a significant business unit and global technology leadership positions for sales, marketing, market access, strategy and multiple therapeutic areas
  • Previously worked as a consultant at PriceWaterhouseCoopers

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Deborah H. Telman, Appointed Senior Vice President, General Counsel of NewCo

  • Joins NewCo from Sorrento Therapeutics, where she served as Senior Vice President, General Counsel and Corporate Secretary leading the legal, compliance, human resource and quality functions
  • Spent more than 20 years in senior executive roles at several global companies including Abbott, Johnson Controls and Boeing
  • Before Sorrento Therapeutics, served as General Counsel at Johnson Controls for four years

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SEC Filings