GSK Completes Acquisition of Nuvalent at $124 Per Share Following Tender Offer and Merger on July 15, 2026

Background of the GSK-Nuvalent Merger Agreement

The acquisition process began on June 9, 2026, when Nuvalent, Inc. entered into an Agreement and Plan of Merger with GlaxoSmithKline LLC (referred to as "Parent"), Harmony Row Acquisition Co. (a Delaware corporation and wholly owned subsidiary of Parent acting as "Purchaser"), and GSK plc as the ultimate parent entity for specific purposes. The merger was structured as a two-step transaction: a cash tender offer for all outstanding shares followed by a short-form merger under Delaware law to acquire any remaining shares not tendered.

Harmony Row Acquisition Co. was designated as the legal entity to conduct the tender offer, with GlaxoSmithKline LLC as the direct acquirer and GSK plc, organized under England and Wales law, as the ultimate parent. This structure enabled the acquisition to proceed efficiently under Section 251(h) of Delaware law, allowing a merger without a stockholder vote once the required threshold of shares was tendered and other conditions met.

Tender Offer Details: Initiation on June 24 and Expiration on July 14, 2026

The formal tender offer commenced on June 24, 2026, with Purchaser soliciting all issued and outstanding Class A and Class B Common Stock of Nuvalent at $124.00 per share in cash, net of withholding taxes and without interest. The offer was governed by an Offer to Purchase dated June 24, 2026, along with a Letter of Transmittal provided to shareholders.

The tender offer lasted approximately three weeks, expiring at 11:59 p.m. Eastern Time on July 14, 2026. The offer was not extended, indicating the required tender threshold was met and no additional solicitation was necessary. This timeline reflects a straightforward, uncontested transaction based on the company’s disclosures.

Tender Offer Results: 91.3% of Shares Tendered at Expiration

At expiration, the depositary reported that 72,518,967 shares were validly tendered and received, including 67,083,713 Class A Shares and 5,435,254 Class B Shares, representing approximately 91.3% of all issued and outstanding shares. Specifically, about 90.7% of Class A Shares and 100% of Class B Shares were tendered by the deadline.

This high participation satisfied the Minimum Tender Condition under the Merger Agreement. With all other conditions met or waived, Purchaser irrevocably accepted payment for all validly tendered shares on July 15, 2026, with Parent and Purchaser obligated to promptly pay shareholders as per the offer terms.

Merger Completion Under Delaware Law Without Stockholder Vote

On July 15, 2026, after the tender offer closed and conditions were fulfilled or waived, Harmony Row Acquisition Co. merged into Nuvalent, Inc. Nuvalent continued as the surviving corporation and became a wholly owned subsidiary of GlaxoSmithKline LLC.

The merger was completed pursuant to Sections 251(c) and 251(h) of Delaware’s General Corporation Law, which permits mergers without stockholder votes if the acquirer receives tenders meeting the required share percentage. No stockholder vote was required or held, rendering the transaction final on the date of tender acceptance.

Cash Payments for Shares, Stock Options, RSUs, and PSUs at Merger Effective Time

At the merger’s effective time, all issued and outstanding Nuvalent Class A and Class B Common Stock (excluding treasury shares, company-owned shares, shares owned by the ultimate parent or affiliates, and shares with appraisal rights) were converted into the right to receive $124.00 in cash per share, less applicable withholding taxes.

Outstanding stock options were cancelled, with option holders entitled to cash equal to the number of shares subject to the option (assuming full vesting) multiplied by the excess of $124.00 over the exercise price, less withholding taxes and without interest. Restricted stock units (RSUs) subject solely to time-based vesting were cancelled and converted into cash payments equal to the underlying shares multiplied by $124.00. RSUs subject to both time- and performance-based vesting were also cancelled and converted into cash payments based on fully achieved performance targets multiplied by $124.00 per share.

Nuvalent Shares Delisted from Nasdaq After Merger Closing

Following the merger, Nuvalent informed Nasdaq Stock Market LLC of the transaction’s completion and requested trading halt effective after market close on July 14, 2026. Trading suspension was requested prior to market open on July 15, 2026, ensuring no further public trading of NUVL shares occurred after the tender offer expiration and before merger completion.

Nuvalent also requested Nasdaq to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC, the standard procedure for delisting and deregistration under the Securities Exchange Act of 1934. The company plans to file a Certification and Notice of Termination of Registration on Form 15 to suspend ongoing public reporting obligations consistent with its new status as a private wholly owned subsidiary.

Stockholder Rights Terminated at Merger Effective Time

Upon merger effectiveness, Nuvalent shareholders lost all stockholder rights except the right to receive $124.00 per share cash consideration as set forth in the Merger Agreement. This is standard under Delaware law, where target company shares are extinguished and replaced by merger consideration rights.

Shareholders who did not tender shares but also did not seek appraisal rights are entitled to the same $124.00 per share cash payment. Those who properly demanded appraisal rights are subject to a separate legal process and are not automatically entitled to the offer price without further proceedings.

Nuvalent’s Corporate Status as a GSK Subsidiary

Post-merger, Nuvalent, Inc. remains a legal entity under Delaware law as a direct wholly owned subsidiary of GlaxoSmithKline LLC. The surviving corporation retains the name "Nuvalent, Inc." as specified in the Merger Agreement. This structure is common in pharmaceutical acquisitions to maintain legal, contractual, and regulatory continuity.

GlaxoSmithKline LLC is a Delaware limited liability company and a subsidiary of GSK plc, a British multinational pharmaceutical company organized under England and Wales law. GSK plc is identified as the ultimate parent company, reflecting beneficial ownership of Nuvalent after the merger. The announcement did not disclose detailed operational integration plans or strategic rationale for the acquisition.

Full Merger Agreement and Prior Disclosures

The announcement clarifies that the summary of the Merger Agreement terms is not exhaustive and is qualified by the full Merger Agreement text, which was previously filed as an exhibit to Nuvalent’s SEC current report on June 9, 2026, and incorporated by reference. Investors seeking complete contractual details are directed to that filing.

The June 9, 2026 current report initially disclosed the transaction framework, parties involved, agreed consideration, and key closing conditions. The July 15, 2026 announcement confirms all conditions were met or waived, the tender offer successfully closed, and the merger consummated, ending Nuvalent’s existence as an independent Nasdaq-listed company. The immediate impact on share price is unclear due to trading halts prior to merger completion.