GSK announces launch of tender offer to acquire Nuvalent

GSK has recently announced that Harmony Row Acquisition Co., a direct wholly-owned subsidiary of GlaxoSmithKline LLC, itself an indirect wholly-owned subsidiary of GSK, has launched a tender offer to purchase all issued and outstanding shares of Nuvalent, Inc., covering both Class A and Class B Common Stock, at a price of $124.00 per share in cash, net to the seller and without interest, subject to applicable withholding taxes. The offer is made on the terms and conditions set out in the Offer to Purchase dated June 24, 2026, and the accompanying Letter of Transmittal.

The offer has been made pursuant to an Agreement and Plan of Merger dated June 9, 2026, entered into by Nuvalent, GlaxoSmithKline LLC, and the Purchaser. Following completion of the offer and subject to the satisfaction or waiver of applicable conditions, the Purchaser will merge with and into Nuvalent, at which point the Purchaser will cease to exist as a separate entity and Nuvalent will carry on as the surviving corporation and a direct wholly-owned subsidiary of GlaxoSmithKline LLC. The merger will proceed under Section 251(h) of the General Corporation Law of the State of Delaware, a provision that removes the need for a shareholder vote or written consent from Nuvalent’s stockholders.

Nuvalent’s Board of Directors has filed a Solicitation and Recommendation Statement with the Securities and Exchange Commission, setting out, among other matters, the Board’s recommendation that Nuvalent stockholders accept the offer and tender their shares to the Purchaser accordingly.

The offer and associated withdrawal rights are set to expire at one minute after 11:59 p.m. Eastern Time on July 14, 2026, unless the offer is extended or brought to an earlier close. Any extension, delay, termination, or amendment will be announced publicly as promptly as practicable, with extension announcements made no later than 9:00 a.m. Eastern Time on the next business day following the previously scheduled expiry date. No guaranteed delivery procedures are being provided by the Purchaser.

The Purchaser’s obligation to pay for shares validly tendered and not subsequently withdrawn is subject to certain conditions, among them the Minimum Tender Condition and the expiry or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Minimum Tender Condition requires that the number of Class A Shares validly tendered and received by the depositary, and not withdrawn before the expiry date, together with any Class A Shares already beneficially owned by GlaxoSmithKline LLC and the Purchaser and their wholly-owned subsidiaries, represents at least a majority of the Class A Shares outstanding at the time the offer is completed. The offer carries no financing condition.

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