REG - GSK PLC - GSK to acquire RAPT Therapeutics

GSKAnnouncement

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RNS Number : 5851P  GSK PLC  20 January 2026

Issued: 20 January 2026, London UK

 

GSK enters agreement to acquire RAPT Therapeutics

 

·   Acquisition includes ozureprubart, a potentially best-in-class anti-IgE
antibody, in development for prophylactic protection against food allergens

·   Ozureprubart offers potential to protect against food allergy reactions
with less frequent dosing compared to existing standard-of-care therapy

·   Food allergies are increasing with significant unmet need and serious
health risks

·   Acquisition adds to Respiratory, Immunology & Inflammation pipeline

 

 

 

GSK plc (LSE/NYSE: GSK) today announced that it has entered a definitive
agreement to acquire RAPT Therapeutics ("RAPT") (NASDAQ: RAPT), a
California-based, clinical-stage biopharmaceutical company dedicated to
developing novel therapies for patients living with inflammatory and
immunologic diseases. The acquisition includes ozureprubart, a long-acting
anti-immunoglobulin E (IgE) monoclonal antibody, currently in phase IIb
clinical development for prophylactic protection against food allergens.

 

IgE is a clinically validated target and is the only approved systemic therapy
shown to protect patients from a harmful allergic and inflammatory immune
response. Around 94% of severe food allergies are caused by IgE-mediated
reactions.(1)

 

Current anti-IgE treatment for food allergy involves injections every 2 to 4
weeks, which can be a significant burden, particularly since most patients are
children. Ozureprubart's clinical profile offers the potential for less
frequent dosing of every 12 weeks, supporting improved compliance and patient
outcomes; as well as providing a new option to approximately 25% of patients
currently ineligible for existing therapy. Ozureprubart complements GSK's
extensive commercial footprint and prescriber base in allergy.

 

Data from the phase IIb trial (prestIgE) assessing use of ozureprubart as
monotherapy is expected in 2027, with phase III trials to be focused on both
at-risk adult and paediatric populations. In the US, over 17 million people
are diagnosed with food allergies, with more than 1.3 million people suffering
severe reactions.(2,3,4) This results in more than 3 million patient visits
each year to hospital and emergency care.(5)

 

Tony Wood, Chief Scientific Officer, GSK said: "The addition of ozureprubart
brings another promising new, potential best-in-class treatment to GSK's
pipeline. Food allergies cause severe health impacts to patients with existing
treatment requiring injections as frequently as every 2 weeks. Ozureprubart
offers the opportunity to bring sustained protection to patients with dosing
every 12 weeks, and is consistent with our approach to acquire assets that
address validated targets and where there is clear unmet medical need."

 

Brian Wong, President & Chief Executive Officer, RAPT Therapeutics, said:
"We are excited to enter into this agreement with GSK, which offers an
attractive path forward for our programs, particularly the opportunity we
envision for ozureprubart in food allergy. This transaction has the potential
to provide access to the global development and commercialisation
capabilities, resources and infrastructure that GSK has to offer and
ultimately bring added value to our pipeline, patients and stockholders."

 

Financial considerations

Under the terms of the agreement, GSK will pay RAPT Therapeutics shareholders
$58.00 per share at closing for an estimated aggregate equity value of $2.2
billion. Net of cash acquired, GSK's estimated upfront investment is $1.9
billion.

 

The transaction gives GSK the global rights to the ozureprubart programme,
excluding mainland China, Macau, Taiwan and Hong Kong. GSK will also be
responsible for success-based milestone and royalty payments for ozureprubart
owed to RAPT's partner, Shanghai Jeyou Pharmaceutical Co., Ltd.

 

Under the terms of the agreement, GSK's subsidiary is obligated to commence a
tender offer to acquire all outstanding shares of RAPT common stock for $58.00
per share in cash within 10 business days of signing. The transaction is
subject to customary closing conditions, including the tender of a majority of
RAPT's outstanding shares of common stock in the tender offer and expiration
or termination of the applicable waiting period under the under the
Hart-Scott-Rodino Act in the US. Promptly following the closing of the tender
offer, GSK will acquire any shares of RAPT that are not tendered in the tender
offer through a second-step merger under Delaware law at the tender offer
price. GSK will account for the transaction as a business combination.

 

The transaction is expected to close in the first quarter of 2026.

 

Advisors

Evercore is acting as exclusive financial advisor and A&O Shearman is
serving as legal counsel to GSK in connection with the transaction. J.P.
Morgan Securities LLC is acting as exclusive financial advisor and Cooley LLP
is serving as legal counsel to RAPT Therapeutics.

 

Additional information

This press announcement is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer or a recommendation to sell
securities, nor is it a substitute for the tender offer materials that GSK,

GlaxoSmithKline LLC ("GSK LLC") and its wholly-owned subsidiary, Redrose
Acquisition Co. will file with the Securities and Exchange Commission (the
"SEC"). The tender offer for the outstanding shares of RAPT Therapeutics
common stock described in this press announcement has not commenced. At the
time the tender offer is commenced, GSK, GSK LLC and Redrose Acquisition Co.
will file, or will cause to be filed, a Schedule TO Tender Offer Statement
with the SEC, and, thereafter, RAPT Therapeutics will file a Schedule 14D-9
Solicitation/Recommendation Statement with the SEC, in each case with respect
to the tender offer. The Schedule TO Tender Offer Statement (including an
offer to purchase, a related letter of transmittal and other offer documents)
and the Schedule 14D-9 Solicitation/Recommendation Statement will contain
important information that should be read carefully before any decision is
made with respect to the tender offer. Those materials (once they become
available) will be made available to RAPT Therapeutics stockholders at no
expense to them by the information agent for the tender offer, which will be
announced. In addition, those materials and all other documents filed by or
caused to be filed by RAPT Therapeutics or GSK with the SEC will be available
at no charge on the SEC's website at www.sec.gov. (http://www.sec.gov/) In
addition to the Schedule 14D-9 Solicitation/Recommendation Statement and
Schedule TO Offer Statement (once each becomes available), RAPT Therapeutics
and GSK file or furnish, as applicable, annual, quarterly and current reports
and other information with the SEC. You may read and copy any reports or other
information filed by RAPT Therapeutics at the SEC public reference room at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-0330 for
further information on the public reference room. RAPT Therapeutics and GSK
filings with the SEC are also available to the public from commercial
document-retrieval services and at the SEC's website at www.sec.gov.
(http://www.sec.gov/)

 

About food allergies

In the US, over 17 million people are diagnosed with food allergies, with more
than 1.3 million people suffering severe reactions.(2,3,4) Notably, 65% of
severe food allergy patients are children and adolescents.(1) This results in
more than 3 million patient visits each year to hospital and emergency
care.(5) Disease burden is amplified by the frequency and complexity of
allergic reactions, which can escalate to anaphylaxis, emergency care and
impact a patient's wellbeing and participation in social activities.
Collectively, food allergies cost US families an estimated $33 billion in
2024, underscoring the need for more effective and durable therapies.(5)

 

About RAPT Therapeutics

RAPT Therapeutics is a clinical-stage immunology-based biopharmaceutical
company focused on discovering, developing and commercializing novel therapies
for patients living with inflammatory and immunologic diseases. Utilizing deep
and proprietary expertise in immunology, RAPT develops novel molecules that
are designed to modulate the critical immune responses underlying these
diseases.

 

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) .

 

 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)
                      Lyndsay Meyer      +1 202 302 4595       (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)

 

RAPT Therapeutics enquiries

Sylvia Wheeler (swheeler@wheelhouselsa.com)

Aljanae Reynolds (areynolds@wheelhouselsa.com)

 

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 the year
ended December 31, 2024. This communication includes forward-looking
statements related to RAPT Therapeutics, ozureprubart and the acquisition of
RAPT Therapeutics by GSK that are subject to risks, uncertainties and other
factors. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including all
statements regarding the intent, belief or current expectation of RAPT
Therapeutics and members of its senior management team and can typically be
identified by words such as "believe," "expect," "estimate," "predict,"
"target," "potential," "likely," "continue," "ongoing," "could," "should,"
"intend," "may," "might," "plan," "seek," "anticipate," "project" and similar
expressions, as well as variations or negatives of these words.
Forward-looking statements include, without limitation, statements regarding
the business combination, similar transactions, prospective performance,
future plans, events, expectations, performance, objectives and opportunities
and the outlook for RAPT Therapeutics' business; the commercial success of
RAPT Therapeutics' products; the anticipated timing of clinical data and
regulatory filings or approvals relating to products; the possibility of
favourable or unfavourable results from clinical trials; the anticipated
benefits of the acquisition; filings and approvals relating to the
transaction; the expected timing of the completion of the transaction; the
parties' ability to complete the transaction; and the accuracy of any
assumptions underlying any of the foregoing. Investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and are cautioned not to place undue reliance
on these forward-looking statements. Actual results may differ materially from
those currently anticipated due to a number of risks and uncertainties. Risks
and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties
as to the timing of the tender offer and completion of the merger; the
possibility that various closing conditions for the transaction may not be
satisfied or waived, including that RAPT Therapeutics stockholders may not
tender into the offer a majority of the shares of common stock outstanding at
the time of the expiration of the offer or that required regulatory approvals
may not be obtained or are obtained subject to conditions that are not
anticipated; the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement; the failure to
realize anticipated benefits of the proposed acquisition when expected or at
all; potential adverse reactions or changes to business relationships
resulting from the proposed acquisition, including the effect of the
announcement, pendency or consummation of the acquisition on the ability of
RAPT Therapeutics to retain and hire key personnel or maintain key vendor,
supplier or partner relationships; risks that the proposed acquisition
disrupts the current plans and operations of RAPT Therapeutics; transaction
costs; risks associated with potential litigation or regulatory actions
related to the transaction; and other risks and uncertainties described from
time to time in documents filed with the SEC by RAPT Therapeutics, including
current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports
on Form 10-K, as well as the Schedule 14D-9 to be filed by RAPT Therapeutics,
or in GSK's Annual Report on Form 20-F for the year ended December 31, 2024
filed with the SEC by GSK, as well as the Schedule TO to be filed by GSK. All
forward- looking statements are based on information currently available to
GSK and RAPT Therapeutics, and neither GSK nor RAPT Therapeutics assumes any
obligation to update any forward-looking statements.

 

Registered in England & Wales:

No. 3888792

 

Registered Office:

79 New Oxford Street

London

WC1A 1DG

 

References

1 GSK Epi assessment based on MarketScan and Optum claims database

2 Warren CM, Aktas ON, Manalo LJ, Bartell TR, Gupta RS. The epidemiology of
multifood allergy in the United States: a population-based study. Ann Allergy
Asthma Immunol. 2023;130(5):637-648.e5.

3 US Census Bureau. Age and Sex, American Community Survey, ACS 1-Year
Estimates Subject Tables, Table S0101, 2022. Accessed 9 January, 2026.
https://data.census.gov/table/ACSST1Y2022.S0101
(https://data.census.gov/table/ACSST1Y2022.S0101) .

4 MarketScan's overall prevalence, and Optum's age-stratified (<18; 18+)
and overall prevalence. Severe FA defined as patients with ER/inpatient visit
or under specialist care.

5 FARE Food Allergy Facts and Statistics for the US (April 2024).

 

 

 

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