UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
month of June 2026
Commission
File Number 001-15170
GSK plc
(Translation
of registrant's name into English)
79 New Oxford Street, London, WC1A 1DG
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F . . . .X. . . . Form 40-F . . . . . . . .
Issued: 24 June 2026, London UK
GSK announces commencement of tender offer to acquire Nuvalent,
Inc.
GSK plc (LSE/NYSE: GSK) today announced that Harmony Row
Acquisition Co. ("Purchaser"),
a direct wholly-owned subsidiary of GlaxoSmithKline
LLC ("GSK
LLC"), which is
an indirect
wholly-owned subsidiary of GSK, has commenced a tender offer to
purchase all of the issued and outstanding shares of Class A Common
Stock, par value $0.0001 per share (the "Class A
Shares"), and Class B Common
Stock, par value $0.0001 per share (the "Class B
Shares" and, together with the
Class A Shares, the "Shares")
of Nuvalent, Inc. ("Nuvalent")
(NASDAQ: NUVL), for $124.00 per Share, net to the seller in cash,
without interest, subject to any applicable withholding taxes, and
upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated June 24, 2026, and the accompanying Letter of
Transmittal (together,
and with other related materials, as
they may be amended or supplemented from time to time, the
"Offer").
The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of June 9, 2026, by and among Nuvalent, GSK LLC,
Purchaser and solely for purposes of Section 9.14 therein, GSK. As
soon as practicable following consummation of the Offer and subject
to the satisfaction or waiver of certain conditions, Purchaser will
merge with and into Nuvalent (the "Merger")
and the separate existence of Purchaser will cease and Nuvalent
will continue as the surviving corporation and as a direct
wholly-owned subsidiary of GSK LLC. The Merger will be governed by
Section 251(h) of the General Corporation Law of the State of
Delaware, as amended (the "DGCL"),
which does not require a vote or action by written consent of
Nuvalent's stockholders.
Nuvalent's Board of Directors (the "Nuvalent
Board") has published a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule
14D-9") filed with the
Securities and Exchange Commission (the "SEC"), which includes,
among other things, the recommendation of the Nuvalent Board that
Nuvalent's stockholders accept the Offer and tender their Shares to
Purchaser pursuant to the Offer.
The Offer and withdrawal rights will expire at one minute following
11:59 p.m., Eastern
Time, on July 14, 2026, unless the Offer is extended
or earlier terminated (such date, or any subsequent date to which
the expiration
of the Offer is extended, the "Expiration
Date"). Any
extension, delay, termination or amendment of the Offer will be
followed as promptly as practicable by a public
announcement thereof, and such announcement, in the case of an
extension, will be made no later than 9:00 a.m.,
Eastern Time, on the next business day after the previously
scheduled Expiration Date. Purchaser is not providing for
guaranteed delivery procedures.
Purchaser's obligation to pay for Shares
validly tendered (and not validly withdrawn) pursuant to the Offer
is subject to certain conditions, including, among others, (a) the
Minimum Tender Condition (as defined below); and (b) the expiration
or termination of the waiting period (and any extension thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
"Minimum Tender
Condition" means that there
shall have been validly tendered in the Offer and "received" by the
"depositary" (as such terms are defined in Section 251(h) of the
DGCL), and not validly withdrawn prior to the Expiration Date that
number of Class A Shares that, together with the number of Class A
Shares, if any, then owned beneficially by GSK LLC and Purchaser
(together with their wholly-owned subsidiaries), represents at
least a majority of the Class A Shares outstanding as of the
consummation of the Offer. The
Offer is not subject to a financing condition.
The documentation relating to the Offer (including the Offer to
Purchase, the Letter of Transmittal and Schedule 14D-9) can be
accessed at the following link: www.readourmaterials.com/gsk2026/. The
Offer to Purchase, the related Letter of Transmittal and the
Schedule 14D-9 (which contains the recommendation of the Nuvalent
Board and the
reasons therefor) contain important information. Nuvalent's
stockholders should carefully read all documents
in their
entirety before any decision is made with respect to the
Offer.
Questions or requests for assistance may be directed to Innisfree
M&A Incorporated (the "Information
Agent") at the
address and telephone numbers set forth below. Requests for copies
of the Offer to Purchase, the related Letter of
Transmittal and other tender offer materials may be directed to the
Information Agent or to brokers, dealers, commercial
banks or trust companies. Such copies will be furnished promptly at
Purchaser's expense.
INNISFREE M&A INCORPORATED
500 Fifth Avenue, 21st Floor
New York, NY 10110
Shareholders May Call Toll Free:
(877) 750-5838 (from the U.S. and Canada), or
+1 (412) 232-3651 (from other countries)
Banks and Brokers May Call Collect: (212) 750-5833
Additional information
This press announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities of Nuvalent, nor is it a substitute for any tender offer
materials that GSK, GSK LLC, Purchaser or Nuvalent have filed with
the SEC. GSK, GSK LLC and Purchaser have filed a Tender Offer
Statement on Schedule TO with the SEC with respect to the Offer,
and Nuvalent has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the Offer. The Offer is
being made solely pursuant to the Offer to Purchase, and the
exhibits filed with respect thereto (including the Letter of
Transmittal), which contain the full terms and conditions of the
Offer. The Offer is not being made to (nor will tenders
be accepted from or on behalf of) holders of Shares in
any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with
the securities, "blue sky" or other laws of such
jurisdiction. In those jurisdictions where applicable
laws or regulations require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made
on behalf of Purchaser (as defined below) by one or more
registered brokers or dealers licensed under the laws
of such jurisdiction to be designated by Purchaser. NUVALENT
STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER DOCUMENTS RELATING TO THE OFFER) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE
THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The Offer to
Purchase, the related Letter of Transmittal and certain other
documents relating to the Offer, as well as the
Solicitation/Recommendation Statement on Schedule 14D-9, have been
sent to all record holders of Shares whose names appear
on Nuvalent's stockholder list. The Tender Offer Statement on
Schedule TO, the Solicitation/Recommendation Statement on Schedule
14D-9, and other related documents are available for free at the
SEC's website at www.sec.gov.
Additional copies may be obtained for free by contacting the
Information Agent or to brokers, dealers, commercial
banks or trust companies.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other documents relating to the Offer, as
well as the Solicitation/Recommendation Statement on Schedule
14D-9, Nuvalent and GSK file or furnish, as applicable, annual,
quarterly and current reports and other information with the SEC.
Nuvalent's and GSK's filings with the SEC are available to the
public from commercial document-retrieval services and at the SEC's
website at www.sec.gov
About Nuvalent
Nuvalent (NASDAQ:
NUVL) is a clinical-stage biopharmaceutical company focused on
creating precisely targeted therapies for patients with cancer,
designed to overcome the limitations of existing therapies for
clinically proven kinase targets. Leveraging deep expertise in
chemistry and structure-based drug design, Nuvalent develops
innovative small molecules that have the potential to overcome
resistance, minimize adverse events, address brain metastases, and
drive more durable responses. Nuvalent is
advancing a robust pipeline with investigational candidates for
ROS1-positive, ALK-positive, and HER2-altered non-small cell lung
cancer, and multiple discovery-stage research
programs.
About GSK
GSK is a global biopharma company with a purpose to unite science,
technology, and talent to get ahead of disease together. Find out
more at www.gsk.com.
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GSK enquiries
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Media:
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Tim Foley
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+44 (0) 20 8047 5502
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(London)
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Sarah Clements
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+44 (0) 20 8047 5502
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(London)
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Kathleen Quinn
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+1 202 603 5003
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(Washington DC)
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Sydney Dodson-Nease
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+1 215 370-4680
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(Philadelphia)
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Investor Relations:
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Constantin Fest
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+44 (0) 7831 826525
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(London)
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James Dodwell
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+44 (0) 20 8047 2406
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(London)
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Mick Readey
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+44 (0) 7990 339653
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(London)
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Steph Mountifield
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+44 (0) 7796 707505
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(London)
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Sam Piper
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+44 (0) 7824 525779
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(London)
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Joanna Tuplin
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+44 (0) 7788 351650
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(London)
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Dan Smith
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+44 (0) 7823 523885
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(London)
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Jeff McLaughlin
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+1 215 751 7002
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(Philadelphia)
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Frannie DeFranco
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+1 215 751 3126
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(Philadelphia)
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Cautionary statement regarding forward-looking
statements
GSK plc cautions investors that any forward-looking statements or
projections made by GSK plc, including those made in this
announcement, are subject to risks and uncertainties that may cause
actual results to differ materially from those projected. Such
factors include, but are not limited to, those described in the
"Risk Factors" section in GSK plc's Annual Report on Form 20-F for
the year ended December 31, 2025, and GSK's Q1 Results for 2026.
This communication includes forward-looking statements related
to Nuvalent,
and the acquisition of Nuvalent by
GSK plc that are subject to risks, uncertainties and other factors.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including all statements regarding the intent, belief or current
expectation of Nuvalent and
members of its senior management team and can typically be
identified by words such as "believe," "expect," "estimate,"
"predict," "target," "potential," "likely," "continue," "ongoing,"
"could," "should," "intend," "may," "might," "plan," "seek,"
"anticipate," "project" and similar expressions, as well as
variations or negatives of these words. Forward-looking statements
include, without limitation, statements regarding the merger,
similar transactions, prospective performance, future plans,
events, expectations, performance, objectives and opportunities and
the outlook for Nuvalent's
business; the ability of Nuvalent to
successfully commercialize its key products, including neladalkib
and zidesamtinib; the anticipated timing of clinical data and
regulatory filings or approvals relating to products; the
possibility of favorable or unfavorable results from clinical
trials; the anticipated benefits of the acquisition; filings and
approvals relating to the transaction; the expected timing of the
completion of the transaction; the parties' ability to complete the
transaction; and the accuracy of any assumptions underlying any of
the foregoing. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties and are cautioned not to place
undue reliance on these forward-looking statements. Actual results
may differ materially from those currently anticipated due to a
number of risks and uncertainties. Risks and uncertainties that
could cause the actual results to differ from expectations
contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and completion of the merger;
the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that Nuvalent stockholders
may not tender into the offer a majority of the shares of Class A
common stock outstanding at the time of the expiration of the offer
or that required regulatory approvals may not be obtained or are
obtained subject to conditions that are not anticipated; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the failure
to realize anticipated benefits of the proposed acquisition when
expected or at all; potential adverse reactions or changes to
business relationships resulting from the proposed acquisition,
including the effect of the announcement, pendency or consummation
of the acquisition on the ability of Nuvalent to
retain and hire key personnel or maintain key vendor, supplier or
partner relationships; risks that the proposed acquisition disrupts
the current plans and operations of Nuvalent;
transaction costs; risks associated with potential litigation or
regulatory actions related to the transaction; and other risks and
uncertainties described from time to time in documents filed with
the SEC by Nuvalent,
including current reports on Form 8-K, quarterly reports on Form
10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9
filed by Nuvalent,
or in GSK plc's Annual Report on Form 20-F for the year ended
December 31, 2025 filed with the SEC by GSK plc, as well as the
Schedule TO filed by GSK plc. All forward-looking statements are
based on information currently available to GSK plc
and Nuvalent,
and neither GSK plc nor Nuvalent assumes
any obligation to update any forward-looking
statements.
GSK uses a number of adjusted measures, including Core results, to
report the performance of its business, which are non-IFRS
measures. These measures are defined and reconciliations to the
nearest IFRS measure are available in GSK's Q1 2026 Results and
GSK's Annual Report on Form 20-F for FY 2025.
GSK provides earnings guidance to the investor community on the
basis of Core results. This is in line with peer companies and
expectations of the investor community, supporting easier
comparison of the Group's performance with its peers. GSK is not
able to give guidance for Total results as it cannot reliably
forecast certain material elements of the Total results,
particularly the future fair value movements on contingent
consideration and put options that can and have given rise to
significant adjustments driven by external factors such as currency
and other movements in capital markets.
All expectations, guidance and outlooks regarding future
performance should be read together with the section "Guidance and
outlooks, assumptions and cautionary statements" on pages 44 and 45
of GSK's Q1 2026 Results and the statements on page 328 of GSK's
Annual Report for FY 2025.
Registered in England & Wales:
No. 3888792
Registered Office:
79 New Oxford Street
London
WC1A 1DG
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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GSK plc
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(Registrant)
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Date: June
24, 2026
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By:/s/ VICTORIA
WHYTE
--------------------------
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Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GSK plc
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