GSK commences tender offer for Nuvalent

Offer details

A GSK subsidiary (Purchaser) has commenced a cash tender offer to purchase all issued and outstanding Class A and Class B shares of Nuvalent at $124.00 per share, net to the seller and subject to applicable withholding taxes, pursuant to the Offer to Purchase and related materials.

Merger mechanics and timeline

The Offer is made under an Agreement and Plan of Merger dated June 9, 2026; following consummation of the Offer and satisfaction or waiver of specified conditions, Purchaser will merge with and into Nuvalent under Section 251(h) of the Delaware General Corporation Law, and Nuvalent will continue as a direct wholly‑owned subsidiary. The Offer and withdrawal rights expire at one minute following 11:59 p.m., Eastern Time, on July 14, 2026, unless extended or earlier terminated.

Conditions and approvals

Purchaser’s obligation to pay for validly tendered Shares is subject to conditions including the Minimum Tender Condition (that validly tendered Class A Shares, together with Class A Shares already owned by GSK LLC and Purchaser, represent at least a majority of Class A Shares outstanding) and the expiration or termination of the HSR waiting period. The Offer is not subject to a financing condition, and Purchaser is not providing guaranteed delivery procedures.

Board recommendation and documentation

Nuvalent’s Board has filed a Schedule 14D‑9 recommending that stockholders accept the Offer. Tender offer materials, the Schedule TO and Schedule 14D‑9 contain the full terms and important information and are available from the SEC and the designated materials site; holders are urged to read them and may contact the Information Agent, Innisfree M&A, for assistance or copies.