Nuvalent, Inc. 8-K

What Happened

• On June 9, 2026 Nuvalent, Inc. announced it entered into an Agreement and Plan of Merger with GlaxoSmithKline LLC (Parent), Harmony Row Acquisition Co. (Purchaser) and, for one provision, GSK plc (Ultimate Parent). Purchaser will commence a tender offer to buy all outstanding Class A and Class B shares at $124.00 per share in cash. If the Offer closes and conditions are met, Purchaser will merge into Nuvalent under Delaware law so the company continues as the surviving corporation and all non‑exempt shares convert into the $124.00 cash price (less tax withholding).
• The Board unanimously approved the Merger Agreement and recommended that holders accept the Offer.

Key Details

• Offer Price: $124.00 per share in cash; no financing condition for consummation.
• Minimum Tender Condition: Purchaser must validly tender (and not withdraw) enough Class A shares so that, together with shares already owned by Parent/Purchaser, they represent a majority of Class A shares outstanding; this condition cannot be waived by Purchaser without the Company’s prior written consent.
• Supporting holders: Entities affiliated with Deerfield Management and certain directors/officers (together ≈28% of Class A shares) entered Tender & Support Agreements to tender their shares.
• Treatment of awards: Outstanding stock options, time‑based RSUs and performance RSUs will be cancelled for cash payments at or based on the Offer Price (options paid the excess of Offer Price over exercise price; RSUs/PSUs paid assuming full vesting/performance as described).
• Termination fee: Nuvalent would owe Parent $350,475,000 in certain circumstances (e.g., if the Board accepts a superior proposal and terminates, or if Parent terminates after a change in the Board’s recommendation).
• Other conditions: customary regulatory approvals including expiration of the Hart‑Scott‑Rodino waiting period; outside date is December 9, 2026.

Why It Matters

• The agreement provides a definitive cash exit at $124.00 per share and a timeline governed by a tender offer followed by a merger, with significant support from major shareholders. Key investor considerations include the guaranteed cash price, the company’s unanimous board recommendation, the $350.5M termination fee if Nuvalent accepts a superior proposal, and the required regulatory approvals (Hart‑Scott‑Rodino).