This Amendment No.\u00a02 (this \u201cAmendment\u201d) amends and supplements the Tender Offer
\nStatement on Schedule TO (together with any amendments and supplements thereto, including this Amendment, the \u201cSchedule TO\u201d) filed by (i)\u00a0GSK plc, a public limited company organized under the laws of England and Wales
\n(\u201cUltimate Parent\u201d), (ii) GlaxoSmithKline LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Ultimate Parent (\u201cParent\u201d), and (iii)\u00a0Harmony Row Acquisition Co., a Delaware
\ncorporation (\u201cPurchaser\u201d) and a direct wholly-owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of the Class\u00a0A Common Stock, par value $0.0001
\nper share (the \u201cClass\u00a0A Shares\u201d), and Class\u00a0B Common Stock, par value $0.0001 per share (the \u201cClass\u00a0B Shares\u201d and, together with the Class\u00a0A Shares, the
\n\u201cShares\u201d), of Nuvalent, Inc., a Delaware corporation (the \u201cCompany\u201d), for $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
\nthe terms of the Merger Agreement (as defined below), the \u201cOffer Price\u201d), subject to any applicable withholding taxes, and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June\u00a024, 2026
\n(together with any amendments or supplements thereto, the \u201cOffer to Purchase\u201d) and in the accompanying letter of transmittal (together with any amendments or supplements thereto, the \u201cLetter of Transmittal\u201d
\nwhich, together with the Offer to Purchase and other related materials, as they may be amended or supplemented from time to time, collectively constitute the \u201cOffer\u201d), copies of which are annexed to and filed with the Schedule TO
\nas 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
\nthe accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment. This
\nAmendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase. <\/p>\n
Item\u20091 through 9; Item 11. <\/p>\n
The Offer to
\nPurchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: <\/p>\n
\u00a0<\/p>\n
\u00a0
\n1.<\/p>\n
The second paragraph of the subsection entitled \u201cU.S. Antitrust Compliance\u201d in Section\u00a016 –
\n\u201cCertain Legal Matters; Regulatory Approvals\u201d is amended and supplemented by replacing the second paragraph with the following: <\/p>\n
\u201cUnder the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a\u00a015-calendar-day\u00a0waiting period following the filing of certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless
\nthe waiting period is earlier terminated by the FTC.\u00a0Parent and the Company filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on June\u00a024, 2026 and the waiting period applicable to the
\nOffer is scheduled to expire at 11:59 P.M., Eastern Time, on July\u00a09, 2026, unless earlier terminated by the FTC or Parent receives a request for additional information or documentary material (\u201cSecond Request\u201d) from either
\nthe FTC or the Antitrust Division prior to that time. If a Second Request is issued, the waiting period with respect to the Offer would be extended for an additional period of ten calendar days following the date of Parent\u2019s substantial
\ncompliance with that request. The FTC or the Antitrust Division may terminate the waiting period at any point. If either
\nthe\u00a015-day\u00a0or\u00a0ten-day\u00a0waiting period expires on a Saturday, Sunday or federal holiday, then the period is extended until 11:59 P.M., Eastern Time of
\nthe next day that is not a Saturday, Sunday or federal holiday. Only one additional waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the timing of the purchase of Shares in the Offer could be delayed only by
\ncourt order or with Parent\u2019s and the Company\u2019s consent. It is also possible that Parent and the Company could enter into a timing agreement with the FTC or the Antitrust Division that could affect the timing of the purchase of Shares in
\nthe Offer. Complying with a Second Request can take a significant period of time. Although the Company is also required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, under
\nthe HSR Act, neither the Company\u2019s failure to make its filing nor failure to comply with its own Second Request will change the waiting period with respect to the purchase of Shares in the Offer.\u201d <\/p>\n
\u00a0<\/p>\n
\u00a0
\n2.<\/p>\n
Section\u00a016 – \u201cCertain Legal Matters; Regulatory Approvals\u201d is amended and supplemented
\nby adding the following to the end of such Section after the subsection captioned \u201cState Takeover Laws\u201d: <\/p>\n
\u00a0<\/p>\n
2 <\/p>\n","protected":false},"excerpt":{"rendered":"This Amendment No.\u00a02 (this \u201cAmendment\u201d) amends and supplements the Tender Offer Statement on Schedule TO (together with any…\n","protected":false},"author":2,"featured_media":69872,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":"","_share_on_mastodon":"0"},"categories":[20784],"tags":[32221,20785,35164,28912,29104,35165,28952],"class_list":["post-78877","post","type-post","status-publish","format-standard","has-post-thumbnail","category-gsk","tag-124-per-share","tag-gsk","tag-hsr-waiting-period","tag-nuvalent","tag-nuvl","tag-schedule-14d-9","tag-tender-offer"],"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@UnitedKingdom\/116882862418397639","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/78877","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/comments?post=78877"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/78877\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/media\/69872"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/media?parent=78877"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/categories?post=78877"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/tags?post=78877"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}