This Amendment No.\u00a04 (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
\u201cThe Offer and withdrawal rights expired, as scheduled, at one minute following 11:59 P.M., Eastern Time, on July\u00a014, 2026 (such date and time, the
\n\u201cOffer Expiration Time\u201d), and was not extended. Purchaser was advised by the Depositary that, as of the Offer Expiration Time, a total of 72,518,967 Shares (comprising a total of 67,083,713 Class\u00a0A Shares and 5,435,254
\nClass\u00a0B Shares) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 91.3% of the issued and outstanding Shares as of the Offer Expiration Time (comprising approximately 90.7% of the issued and
\noutstanding Class\u00a0A Shares and 100.0% of the issued and outstanding Class\u00a0B Shares as of the Offer Expiration Time, respectively). Accordingly, the Minimum Tender Condition has been satisfied. <\/p>\n
All conditions to the Offer having been satisfied, Purchaser irrevocably accepted for payment, and will cause the Depositary to pay for, as promptly as
\npracticable, all Shares validly tendered and not validly withdrawn pursuant to the Offer. <\/p>\n
As a result of its acceptance of the Shares tendered pursuant
\nto the Offer and in accordance with Section\u00a0251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of the Company.
\nPursuant to Section\u00a0251(h) of the DGCL, Ultimate Parent, Parent and Purchaser intend to complete the acquisition of the Company through the Merger, as soon as practicable and without a meeting of stockholders of the Company, with the Company
\ncontinuing as the Surviving Corporation in the Merger and a direct wholly-owned subsidiary of Parent. <\/p>\n
Following the consummation of the Merger, all
\nShares will be delisted from the Nasdaq. Ultimate Parent, Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the\u00a0Exchange Act\u00a0and suspend all of the Company\u2019s reporting
\nobligations under the\u00a0Exchange Act\u00a0as promptly as practicable.\u201d <\/p>\n
\u00a0<\/p>\n
2 <\/p>\n","protected":false},"excerpt":{"rendered":"This Amendment No.\u00a04 (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":[32221,215,20785,16905,36909,28912,29104,32870,28952],"class_list":["post-83666","post","type-post","status-publish","format-standard","has-post-thumbnail","category-gsk","tag-124-per-share","tag-acquisition","tag-gsk","tag-merger","tag-nasdaq-delisting","tag-nuvalent","tag-nuvl","tag-section-251h","tag-tender-offer"],"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@UnitedKingdom\/116925267024334390","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/83666","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=83666"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/posts\/83666\/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=83666"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/categories?post=83666"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/britain\/wp-json\/wp\/v2\/tags?post=83666"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}