REG - GSK PLC - Agreement on changes to ViiV minority shareholding

GSKAnnouncement

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RNS Number : 5123P  GSK PLC  20 January 2026

Issued: 20 January 2026, London UK

 

GSK, Pfizer and Shionogi agree on changes to ViiV Healthcare shareholding

·   Following Pfizer's exit, Shionogi's holding increases to 21.7%, with
GSK maintaining 78.3% majority share

·   Deal simplifies ViiV Healthcare's shareholder structure.

 

 

 

GSK plc (LSE/NYSE: GSK) ("GSK"), and Shionogi & Co., Ltd (Head Office:
Osaka, Japan; Chief Executive Officer: Isao Teshirogi, Ph.D) ("Shionogi")
today announced that they have reached agreement together with Pfizer Inc.
(NYSE: PFE) ("Pfizer") for the 11.7% economic interest in ViiV Healthcare
Limited ("ViiV Healthcare") currently held by Pfizer to be replaced with an
investment by Shionogi. As a result of this transaction, Shionogi will
increase its economic interest in ViiV Healthcare to 21.7%. GSK will maintain
its 78.3% majority owned economic interest. Shionogi will continue to have one
Director position on the ViiV Healthcare Board, and will be represented by Dr
John Keller who has been a Director of ViiV Healthcare since 2012.

 

Under the terms of the agreement, ViiV Healthcare will issue new shares to
Shionogi for consideration of $2.125 bn and cancel Pfizer's holding in ViiV
Healthcare. Pfizer will receive $1.875 bn and GSK will receive a special
dividend of $0.250 bn (payable in GBP).

 

ViiV Healthcare, the global specialist HIV company, is dedicated to delivering
advances in treatment and care for people living with HIV and for people who
could benefit from HIV prevention.

 

David Redfern, Chair of ViiV Healthcare said: "This agreement simplifies
ViiV's shareholder structure and we look forward to continuing our highly
successful collaboration with Shionogi to advance ViiV's pipeline and
portfolio of long-acting injectable HIV treatment and prevention medicines.
GSK would also like to thank Pfizer for its longstanding partnership in the
development of ViiV since its establishment in 2009."

 

John Keller, Ph.D., Director of the Board, Senior Vice President, R&D
Supervisory Unit at Shionogi said: "Shionogi is dedicated to addressing major
infectious diseases, with HIV being one of our most important focus areas, as
reflected by our role in the discovery of the innovative integrase inhibitors
dolutegravir and cabotegravir.  Our ongoing HIV research continues to
contribute to ViiV's pipeline through licensing agreements, as is the case for
the third-generation integrase inhibitor S-395598/VH 4524184. We are delighted
to further deepen our strategic partnership with GSK and ViiV through this
agreement, redoubling our commitment and participation in improving the lives
of people living with or affected by HIV."

 

Financial and Regulatory Considerations

 

Completion of the transaction is subject to certain regulatory clearances in
relevant markets, and is expected to occur during the first quarter of 2026.

 

On completion, GSK will extinguish the Pfizer put option liability through
retained earnings. The liability will be remeasured immediately prior to
completion, on the same methodology as at 31 December 2025, with any fair
value change in the liability recognised as an adjusting item through other
operating income.

 

About GSK

GSK is a global biopharma company with a purpose to unite science, technology,
and talent to get ahead of disease together. Find out more at www.gsk.com
(https://www.gsk.com) .

 

About Shionogi

Shionogi & Co., Ltd. is a leading global research-driven pharmaceutical
company dedicated to bringing benefits to patients based on its corporate
philosophy of "supplying the best possible medicine to protect the health and
well-being of the patients we serve." Shionogi has discovered and developed
novel antibiotics, medicines for HIV and influenza, and currently markets
medicines for infectious diseases and central nervous system disorders. For
more information, visit https://www.shionogi.com/global/en
(https://www.shionogi.com/global/en) .

 

About ViiV Healthcare

ViiV Healthcare is a global specialist HIV company established in November
2009 by GSK (LSE: GSK) and Pfizer (NYSE: PFE) dedicated to delivering advances
in treatment and care for people living with HIV and for people who could
benefit from HIV prevention. Shionogi became a ViiV shareholder in October
2012. The company's aims are to take a deeper and broader interest in HIV and
AIDS than any company has done before and take a new approach to deliver
effective and innovative medicines for HIV treatment and prevention, as well
as support communities affected by HIV.

 

For more information on the company, its management, portfolio, pipeline, and
commitment, please visit viivhealthcare.com (https://viivhealthcare.com/) .

 

Forward-Looking Statements

This announcement contains forward-looking statements. These statements are
based on expectations in light of the

information currently available, assumptions that are subject to risks and
uncertainties which could cause actual

results to differ materially from these statements. Risks and uncertainties
include, but are not limited to, the

completion of the transaction on anticipated terms and timing, including
obtaining antitrust and other regulatory

approvals and clearances in a timely manner or otherwise, and the satisfaction
of other conditions to the completion

of the transaction. These risks and uncertainties particularly apply with
respect to transaction-related forward-looking

statements. GSK and Shionogi disclaim any intention or obligation to update or
revise any forward-looking

statements whether as a result of new information, future events or otherwise.

 

 

 GSK enquiries
 Media:               Tim Foley          +44 (0) 20 8047 5502  (London)
                      Sarah Clements     +44 (0) 20 8047 5502  (London)
                      Kathleen Quinn     +1 202 603 5003       (Washington DC)
                      Alison Hunt        +1 540 742 3391       (Washington DC)

 Investor Relations:  Constantin Fest    +44 (0) 7831 826525   (London)
                      James Dodwell      +44 (0) 20 8047 2406  (London)
                      Mick Readey        +44 (0) 7990 339653   (London)
                      Steph Mountifield  +44 (0) 7796 707505   (London)
                      Sam Piper          +44 (0) 7824 525779   (London)
                      Jeff McLaughlin    +1 215 751 7002       (Philadelphia)
                      Frannie DeFranco   +1 215 751 3126       (Philadelphia)

 

 

Shionogi enquiries

Website Inquiry Form: https://www.shionogi.com/global/en/contact.html
(https://www.shionogi.com/global/en/contact.html)

 

 

Cautionary statement regarding forward-looking statements

GSK cautions investors that any forward-looking statements or projections made
by GSK, including those made in this announcement, are subject to risks and
uncertainties that may cause actual results to differ materially from those
projected. Such factors include, but are not limited to, those described in
the "Risk Factors" section in GSK's Annual Report on Form 20-F for 2024, and
GSK's Q3 Results for 2025.

 

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