This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
\n\u201cSchedule TO\u201d) is filed by (i)\u00a0GSK plc, a public limited company organized under the laws of England and Wales (\u201cUltimate Parent\u201d), (ii) GlaxoSmithKline LLC, a Delaware limited liability company and an
\nindirect wholly-owned subsidiary of Ultimate Parent (\u201cParent\u201d), and (iii)\u00a0Harmony Row Acquisition Co., a Delaware corporation (\u201cPurchaser\u201d) and a direct wholly-owned subsidiary of Parent. This Schedule TO
\nrelates to the offer by Purchaser to purchase all of the issued and outstanding shares of the Class\u00a0A Common Stock, par value $0.0001 per share (the \u201cClass\u00a0A Shares\u201d), and Class\u00a0B Common Stock, par
\nvalue $0.0001 per share (the \u201cClass\u00a0B Shares\u201d and, together with the Class\u00a0A Shares, the \u201cShares\u201d), of Nuvalent, Inc., a Delaware corporation (the \u201cCompany\u201d), for
\n$124.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of the Merger Agreement (as defined below), the \u201cOffer Price\u201d), subject to any
\napplicable withholding taxes, and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June\u00a024, 2026 (together with any amendments or supplements thereto, the \u201cOffer to Purchase\u201d) and in the
\naccompanying letter of transmittal (together with any amendments or supplements thereto, the \u201cLetter of Transmittal\u201d which, together with the Offer to Purchase and other related materials, as they may be amended or supplemented
\nfrom time to time, collectively constitute the \u201cOffer\u201d), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. <\/p>\n
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby
\nexpressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO. <\/p>\n
The Agreement and Plan of Merger, dated as
\nof June\u00a09, 2026 (as it may be amended or supplemented from time to time, the \u201cMerger Agreement\u201d), by and among the Company, Parent, Purchaser and solely for purposes of Section\u00a09.14 therein, Ultimate Parent, a copy of
\nwhich is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 9 and 11 of this Schedule TO. <\/p>\n
Item\u20091. Summary Term Sheet. <\/p>\n
The information
\nset forth in the \u201cSummary Term Sheet\u201d of the Offer to Purchase is incorporated herein by reference. <\/p>\n
Item\u20092. Subject Company
\nInformation. <\/p>\n
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Nuvalent, Inc., a Delaware
\ncorporation. The Company\u2019s principal executive offices are located at One Broadway, 14th Floor Cambridge, MA 02142. The Company\u2019s telephone number is (857) 357-7000. <\/p>\n
(b) This Schedule TO relates to the outstanding Class\u00a0A Shares and Class\u00a0B Shares. The Company has advised Parent, Purchaser, and Ultimate Parent
\nthat, as of the close of business on June\u00a017, 2026, 73,899,592 Class\u00a0A Shares were issued and outstanding and 5,435,254 Class\u00a0B Shares were issued and outstanding. <\/p>\n
(c) The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for Shares in the principal market
\nin which the Shares are traded, are set forth in Section\u00a06 (entitled \u201cPrice Range of Shares; Dividends on the Shares\u201d) of the Offer to Purchase is incorporated herein by reference. <\/p>\n
Item\u20093. Identity and Background of the Filing Person. <\/p>\n
(a) – (c) This Schedule TO is filed by Purchaser, Parent and Ultimate Parent. The information set forth in Section\u00a08 (entitled \u201cCertain Information
\nConcerning Ultimate Parent, Parent, Purchaser and Certain Related Persons\u201d) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference. <\/p>\n
Item\u20094. Terms of the Transaction. <\/p>\n
The
\ninformation set forth in the Offer to Purchase is incorporated herein by reference. <\/p>\n
\u00a0<\/p>\n
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