GSK launches tender offer to acquire Nuvalent

GSK plc announced on June 24, 2026, that it has officially begun a tender offer to acquire all issued and outstanding shares of Nuvalent, Inc. The offer, made by Harmony Row Acquisition Co., a direct wholly-owned subsidiary of GSK, is for $124.00 per share in cash, net to the seller, without interest.

The acquisition is structured to be followed by a merger, whereby Nuvalent will continue as a direct wholly-owned subsidiary of GSK. This merger will be executed under Section 251(h) of the Delaware General Corporation Law, which allows for the merger without a vote of Nuvalent's stockholders, subject to certain conditions. Nuvalent's Board of Directors has recommended that its stockholders accept the offer and tender their shares.

The tender offer is set to expire at 11:59 p.m. Eastern Time on July 14, 2026, unless extended. Key conditions for the offer include a minimum tender requirement, signifying that at least a majority of Nuvalent's Class A shares must be tendered, and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The offer is not contingent on financing.

GSK has filed a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), and Nuvalent has filed a Solicitation/Recommendation Statement on Schedule 14D-9. Detailed information regarding the offer, including the terms and conditions, is available through a provided link.