Key Shareholders of GSK Prepare for Acquisition with Share Sales and Voting Rights Commitments

Nuvalent, Inc. (NASDAQ: NUVL) has entered into stock purchase and support agreements with certain major shareholders in connection with its merger agreement with GSK’s acquisition vehicle. Under these agreements, the shareholders have committed to tender all of their currently held and any subsequently acquired shares in the proposed cash tender offer and to vote in favor of the merger. They have also agreed not to support any competing acquisition proposals and have consented to transfer restrictions and the waiver of appraisal rights, thereby increasing the certainty of GSK’s tender offer and the subsequent merger.

On June 9, Nuvalent agreed to be acquired by GSK through a cash tender offer at $124 per share for all outstanding common stock, followed by a merger. The transaction is valued at approximately $10.6 billion (around ₩14 trillion).

Recently, several U.S. law firms disclosed that they have launched investigations into the fairness of the proposed sale price for Nuvalent.

Nuvalent is a U.S. biotech company focused on developing targeted oncology therapies for non–small cell lung cancer and other indications. Its pipeline includes candidates targeting ROS1 and ALK, as well as early-stage HER2 assets.

Amid a broader industry trend of global pharmaceutical companies acquiring late-stage oncology assets ahead of patent expirations, the Nuvalent acquisition is viewed as part of GSK’s strategy to strengthen its oncology pipeline.