GlaxoSmithKline PLC (GSK)

[idpickering]

GSK to acquire clinical-stage biopharmaceutical company Affinivax, Inc.

GSK to pay $2.1 billion upfront and up to $1.2 billion in potential development milestones
Proposed acquisition provides access to next-generation 24-valent pneumococcal vaccine candidate in phase II development and highly innovative, MAPSTM technology
Supports development of a strong portfolio of innovative vaccines and specialty medicines
GSK plc (LSE/NYSE: GSK) today announced that it has entered into a definitive agreement to acquire Affinivax, Inc. (Affinivax), a clinical-stage biopharmaceutical company based in Cambridge, Boston, Massachusetts, for a $2.1 billion upfront payment and up to $1.2 billion in potential development milestones. Affinivax is pioneering the development of a novel class of vaccines, the most advanced of which are next-generation pneumococcal vaccines.

Pneumococcal disease includes pneumonia, meningitis, bloodstream infections, and milder diseases such as sinusitis and otitis media and remains a significant unmet medical need despite the availability of current pneumococcal vaccines. There are many different pneumococcal serotypes. The number of serotypes in current vaccines is limited due to the degree of immunological interference observed when using existing conjugation technologies.

Affinivax has developed the Multiple Antigen Presenting System (MAPS), a novel technology that supports higher valency than conventional conjugation technologies, enabling broader coverage against prevalent pneumococcal serotypes and potentially creating higher immunogenicity than current vaccines. Affinivax’s most advanced vaccine candidate (AFX3772) includes 24 pneumococcal polysaccharides plus two conserved pneumococcal proteins (compared to up to 20 serotypes in currently approved vaccines). A 30-plus valent pneumococcal candidate vaccine is also in pre-clinical development.

Dr Hal Barron, Chief Scientific Officer and President R&D, GSK, said: “The proposed acquisition further strengthens our vaccines R&D pipeline, provides access to a new, potentially disruptive technology, and broadens GSK’s existing scientific footprint in the Boston area. We look forward to working with the many talented people at Affinivax to combine our industry-leading development, manufacturing, and commercialisation capabilities to make this exciting new technology available to those in need.”

https://www.gsk.com/en-gb/media/press-r ... nivax-inc/

Ian.

[idpickering]

Demerger update: Submission of Documents to FCA.

On 23 June 2021 at its Investor Update, GSK plc ("GSK" or the "Company") confirmed its intention to separate its Consumer Healthcare business from the GSK Group to form Haleon plc ("Haleon"), an independent listed company. It is proposed that the separation will be effected by way of a demerger (the "Demerger") of at least 80 per cent. of GSK's 68 per cent. holding in the Consumer Healthcare business to GSK shareholders. The Consumer Healthcare business is currently a joint venture between GSK and Pfizer Inc ("Pfizer"), with GSK holding a majority controlling interest of 68 per cent. and Pfizer holding 32 per cent.

GSK today confirms that the Circular in relation to the proposed Demerger, the consolidation of GSK shares (the "GSK Share Consolidation") and certain new arrangements with Haleon and Pfizer to give effect to the Demerger (the "Related Party Transactions"), as well as the Prospectus in relation to the proposed admission of the Haleon ordinary shares, have each been submitted to the Financial Conduct Authority ("FCA") for approval. It is expected that the Haleon ordinary shares will be admitted to the Premium listing segment of the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange on Monday 18 July 2022. A pplication will also shortly be made to list American Depositary Shares ("ADSs") representing Haleon ordinary shares on the New York Stock Exchange ("NYSE")[1].

The proposed Demerger is the most significant corporate change for GSK in the last 20 years, creating two new leading companies, each with clear targets for growth and the ability to positively impact the health and lives of billions of people.

Following the Demerger, GSK will focus purely on biopharmaceuticals, prioritising investment towards the development of innovative vaccines and specialty medicines. Its R&D approach will continue to focus on the science of the immune system, use of human genetics and advanced technologies. Over the next five-year period, GSK expects to deliver compound annual growth in sales and adjusted operating profit of more than 5 per cent. and more than 10 per cent., respectively, at constant exchange rates (with 2021 as the base year).

https://www.investegate.co.uk/gsk-plc-- ... 00105323N/

Ian.

[Dod101]

Demerger update: Submission of Documents to FCA.

On 23 June 2021 at its Investor Update, GSK plc ("GSK" or the "Company") confirmed its intention to separate its Consumer Healthcare business from the GSK Group to form Haleon plc ("Haleon"), an independent listed company. It is proposed that the separation will be effected by way of a demerger (the "Demerger") of at least 80 per cent. of GSK's 68 per cent. holding in the Consumer Healthcare business to GSK shareholders. The Consumer Healthcare business is currently a joint venture between GSK and Pfizer Inc ("Pfizer"), with GSK holding a majority controlling interest of 68 per cent. and Pfizer holding 32 per cent.

GSK today confirms that the Circular in relation to the proposed Demerger, the consolidation of GSK shares (the "GSK Share Consolidation") and certain new arrangements with Haleon and Pfizer to give effect to the Demerger (the "Related Party Transactions"), as well as the Prospectus in relation to the proposed admission of the Haleon ordinary shares, have each been submitted to the Financial Conduct Authority ("FCA") for approval. It is expected that the Haleon ordinary shares will be admitted to the Premium listing segment of the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange on Monday 18 July 2022. A pplication will also shortly be made to list American Depositary Shares ("ADSs") representing Haleon ordinary shares on the New York Stock Exchange ("NYSE")[1].

The proposed Demerger is the most significant corporate change for GSK in the last 20 years, creating two new leading companies, each with clear targets for growth and the ability to positively impact the health and lives of billions of people.

Following the Demerger, GSK will focus purely on biopharmaceuticals, prioritising investment towards the development of innovative vaccines and specialty medicines. Its R&D approach will continue to focus on the science of the immune system, use of human genetics and advanced technologies. Over the next five-year period, GSK expects to deliver compound annual growth in sales and adjusted operating profit of more than 5 per cent. and more than 10 per cent., respectively, at constant exchange rates (with 2021 as the base year).

https://www.investegate.co.uk/gsk-plc-- ... 00105323N/

Ian.

All sounds quite good although I do not like the term 'adjusted' in their comments on the compound rate of growth of operating profit. However even that will make a change from the last several years, if they achieve it. And it sounds as if they are looking to improve the profit margin on sales. All good if they achieve it. It is likely though to leave me with relatively small holdings in both companies and I expect that I will need to do something about that in due course.

Dod

[idpickering]

Demerger update: Publication of Documents.

GSK publishes Prospectus and Circular for proposed demerger of its Consumer Healthcare business to form Haleon.

Further to the announcement made earlier today regarding the proposed separation of the GSK Consumer Healthcare business from the GSK Group, GSK confirms that the Circular in relation to the proposed demerger (the "Demerger") and the Prospectus in relation to the admission of Haleon plc's ordinary shares to the Premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market of the London Stock Exchange ("LSE") have each been approved by the FCA and published by GSK and Haleon respectively.

The Circular is available on GSK's website at http://www.gsk.com/demerger . The Prospectus is available on Haleon's website at http://www.haleon.com . A copy of the Circular and Prospectus has been submitted to the UK's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Demerger is conditional on, among other things, the approval by GSK shareholders of the Demerger, the GSK Share Consolidation and the Related Party Transactions at a General Meeting, the receipt of all necessary mandatory governmental/regulatory approvals and the final approval of the Demerger by the GSK Board.

The General Meeting will be held at the Sofitel London Heathrow, Terminal 5, London Heathrow Airport, TW6 2GD on Wednesday 6 July 2022 at 2.30 p.m. (UK time). Shareholders will be able to join and participate in the General Meeting electronically through the Lumi website or in person. Further details of how to join the General Meeting either electronically or in person are set out in the Circular and the Notice of General Meeting contained within it.

It is expected that the Demerger will be completed and that the Haleon ordinary shares will be admitted to the Premium listing segment of the Official List of the FCA and admitted to trading on the Main Market of the LSE on Monday 18 July 2022. A pplication will also shortly be made to list American Depositary Shares ("ADSs") representing Haleon ordinary shares on the New York Stock Exchange ("NYSE")[1].

https://www.investegate.co.uk/gsk-plc-- ... 00025880N/

Ian.

[monabri]

https://www.fiercepharma.com/marketing/ ... d-business

"The new branding was inspired by the “striking imagery” found in biosciences, the spokesperson said, and the new identity “features numerous curved forms that evoke the highly adaptable nature of the human immune system, acting as a reminder of the constant need to evolve and adapt.”"

“Housed in a redesigned shape known as the ‘signal’, the dynamic new GSK logo always points the way ahead,” GSK explained. The identity system flexes, adapts and moves to engage audiences across all the digital, social and physical environments that the brand will appear in.”

Exactly, just what I was thinking!

[Dod101]

https://www.fiercepharma.com/marketing/gsk-unveils-new-branding-and-logo-showcase-transformed-business

"The new branding was inspired by the “striking imagery” found in biosciences, the spokesperson said, and the new identity “features numerous curved forms that evoke the highly adaptable nature of the human immune system, acting as a reminder of the constant need to evolve and adapt.”"

“Housed in a redesigned shape known as the ‘signal’, the dynamic new GSK logo always points the way ahead,” GSK explained. The identity system flexes, adapts and moves to engage audiences across all the digital, social and physical environments that the brand will appear in.”

Exactly, just what I was thinking!

Well at least it is better than abrdn.

Dod

[moorfield]

Messy. Hurts my eyes when I look at it. Would love to know what the bill for that was.

[daveh]

GSK completes purchase of Sierra Oncology
https://www.investegate.co.uk/gsk-plc-- ... 45550769R/

GSK plc (LSE/NYSE: GSK) today announced it has completed the acquisition of Sierra Oncology, Inc. (Sierra Oncology), a California-based biopharmaceutical company focused on targeted therapies for the treatment of rare forms of cancer. The acquisition was approved by Sierra Oncology's shareholders on 29 June 2022.

As previously announced , the acquisition of Sierra Oncology includes momelotinib, a late-stage potential new medicine with a unique dual mechanism of action that may address the critical unmet medical needs of myelofibrosis patients with anaemia. In addition, momelotinib complements GSK's Blenrep (belantamab mafodotin); the acquisition builds on the company's expertise in haematology and aligns with GSK's strategy of building a strong portfolio of specialty medicines and vaccines. If approved, momelotinib will contribute to GSK's growing specialty medicines business, with a US launch anticipated in 2023.

[Dod101]

Today we got the first of the reduced dividends from GSK, anticipating its new form sans Haleon. I wonder when Haleon will pay its maiden dividend. We get the shares in the middle of this month then a share consolidation from the standalone GSK.

Dod

[Breelander]

One thing struck me in the result of the General Meeting....

It is therefore expected that the proposed demerger of Haleon plc (‘Haleon’) will be completed and that Haleon shares will be admitted to trading on the London Stock Exchange’s Main Market for listed securities at 8.00 am (UK time) on Monday 18 July 2022. The GSK Share Consolidation is expected to become effective after 8.00 pm (UK time) on Monday 18 July 2022.

https://www.investegate.co.uk/gsk-plc-- ... 30055781R/

The consolidation is not going to take place until after the end of trading on the day of the demeger. I was under the impression that such consolidations usually take place at the opening....

[Steveam]

Taxation: (I am not any sort of expert):
a) the issue of Haleon shares will not be a taxable event
b) costs to be distributed between the two in proportion to their trading on Monday 18th
c) aggregate costs will be the cost of your GSK shares (obvious)

Best wishes, Steve

From the info to shareholders:

As a result, a Shareholder who is resident in the UK for UK tax purposes should not incur any liability to tax on income in respect of the receipt of their Haleon Shares.
Chargeable gains
Shareholders who are resident in the UK for UK tax purposes should not be treated, by virtue of the receipt of Haleon Shares pursuant to the Demerger, as making a disposal or part disposal of their GSK Shares for the purposes of the taxation of chargeable gains.
Instead, the Haleon Shares issued to each such Shareholder pursuant to the Demerger should be treated as the same asset, and as having been acquired at the same time, as the GSK Shares already held by them. On this basis, such Shareholders should not incur any liability to tax on chargeable gains as a result of the Demerger. The aggregate base cost of the GSK Shares and Haleon Shares immediately after the Demerger should be the same as the base cost of the GSK Shares immediately before the Demerger. Such base cost should be apportioned between the GSK Shares and the Haleon Shares held by each Shareholder by reference to their respective market values on the first day on which the market values or prices are quoted or published for such shares.

[EthicsGradient]

One thing struck me in the result of the General Meeting....

It is therefore expected that the proposed demerger of Haleon plc (‘Haleon’) will be completed and that Haleon shares will be admitted to trading on the London Stock Exchange’s Main Market for listed securities at 8.00 am (UK time) on Monday 18 July 2022. The GSK Share Consolidation is expected to become effective after 8.00 pm (UK time) on Monday 18 July 2022.

https://www.investegate.co.uk/gsk-plc-- ... 30055781R/

The consolidation is not going to take place until after the end of trading on the day of the demeger. I was under the impression that such consolidations usually take place at the opening....

Since there is no fixed ratio for the consolidation - they're going to let the market decide it - they have to allow a day's trading to find it out.

[Dod101]

Presumably the market makers will decide a price for the new Haleon shares, more or less deduct that from the current value of the denuded GSK shares, and then the market over the course of the day will decide a value (or at least a price) for both shares. Then the Board of GSK will decide on the share consolidation for GSK to more or less restore the current price. That is of course an entirely separate issue to the demerger and is not a necessary part of it. Be interesting to see when the new Haleon shares show up in my accounts.

Dod

[idpickering]

Completion of the demerger of Haleon and share consolidation of GSK.

GSK plc (LSE/NYSE: GSK) has today (Monday 18 July 2022) completed the demerger of the Consumer Healthcare business from the GSK Group to form the Haleon Group. The shares of Haleon plc (ticker "LSE: HLN") will be admitted at 8.00 a.m. today to the Premium Listing segment of the Official List and to trading on the Main Market of the London Stock Exchange ("LSE").

It is expected that American Depositary Shares representing shares of Haleon plc (ticker: "NYSE: HLN") ("Haleon ADSs") will commence "regular-way" trading on the New York Stock Exchange (the "NYSE") at market open on Friday 22 July 2022. In addition, we expect that Haleon ADSs will begin trading on a "when-issued" basis on the NYSE from market open today up to and including Thursday 21 July 2022. Each Haleon ADS represents two Haleon ordinary shares.

GSK Share Consolidation

At the GSK General Meeting on 6 July 2022, alongside the demerger, GSK shareholders also approved the consolidation of GSK shares (the "GSK Share Consolidation"). The GSK Share Consolidation is expected to take place after the market closes today. It is expected that admission and dealings in the new GSK shares on the LSE will commence at 8.00 a.m. on Tuesday 19 July 2022. GSK will provide an update following the completion of the GSK Share Consolidation at around 7.00 a.m. on Tuesday 19 July 2022.

The ratio for the GSK Share Consolidation cannot be fixed at this time as it will depend on fluctuations in the volume and price of the GSK shares in the period between 8.00 a.m. and 4.30 p.m. today.

As at the time of this announcement, GSK's issued share capital consists of 5,389,096,045 ordinary shares of 25 pence each (including 304,905,950 ordinary shares held in treasury). Therefore, the total number of voting rights in the Company is 5,084,190,095. If the total number of GSK shares in issue prior to the record time at 8.00 p.m. today is not exactly divisible by the denominator in the consolidation ratio, then shortly before the GSK Share Consolidation, GSK will issue up to 49 ordinary shares to ensure that following the GSK Share Consolidation there are no fractional ordinary shares outstanding.

Further information on and key dates in relation to the proposed demerger of Haleon and the GSK Share Consolidation is set out at the end of this announcement ("Expected Timetable of Principal Events") and can also be found in the Circular to Shareholders published on 1 June 2022. The Circular is available on GSK's website at http://www.gsk.com/demerger .

https://www.investegate.co.uk/gsk-plc-- ... 00077269S/

Ian,

[Dod101]

My II account now has GSK at £14, down about 319p, which is presumably the price assigned to a Haleon share, which have not so far arrived in my account. I expect they will take a day or two to arrive.

Dod

[EthicsGradient]

There is an LSE page for Haleon now, with high and low prices, though it doesn't yet have a chart - 330p seems the average price: https://www.londonstockexchange.com/sto ... mpany-page . You can get a graph from Google just by searching for 'haleon share price'.

[nmdhqbc]

HLN has not appeared in my HL account either. who's setting the price i wonder. can institutional investors trade the share? seems like a weird moment to declare the shares "trading" when a big chunk of investors can't sell them yet.

Edit: Ah - I tell a lie. they've just appeared.

[daveh]

HLN has not appeared in my HL account either. who's setting the price i wonder. can institutional investors trade the share? seems like a weird moment to declare the shares "trading" when a big chunk of investors can't sell them yet.

Edit: Ah - I tell a lie. they've just appeared.

They are both in my HSDL accounts - they even have a book cost for both HLN and GSK. Interesting to see if that changes tomorrow as I thought the apportionment between the two is decided on this evenings closing prices.

Edited to add:

The HLN holding in the taxable account is very small - I'll probably sell and rebuy in the ISA where the holding is a bit larger. Will have to wait until sufficient divis appear though as this is my inactive ISA - no new money can be added as I have an active ISA at a different broker.

[Dod101]

HLN has not appeared in my HL account either. who's setting the price i wonder. can institutional investors trade the share? seems like a weird moment to declare the shares "trading" when a big chunk of investors can't sell them yet.

Edit: Ah - I tell a lie. they've just appeared.

They are both in my HSDL accounts - they even have a book cost for both HLN and GSK. Interesting to see if that changes tomorrow as I thought the apportionment between the two is decided on this evenings closing prices.

Edited to add:

The HLN holding in the taxable account is very small - I'll probably sell and rebuy in the ISA where the holding is a bit larger. Will have to wait until sufficient divis appear though as this is my inactive ISA - no new money can be added as I have an active ISA at a different broker.

The apportionment between the two shares is for the market to do its stuff today. This evening GSK will decide on the share consolidation to try to bring GSK shares back to the price they were trading at before the demerger.

Dod

[simoan]

The apportionment between the two shares is for the market to do its stuff today. This evening GSK will decide on the share consolidation to try to bring GSK shares back to the price they were trading at before the demerger.

Dod

Currently the market is saying it'll take 4 new shares for every 5 old shares since GSK price is down ~20%.

I have no idea what's going on if I'm honest! but it doesn't really matter as it'll all come out in the wash. My HL account shows the HLN cost price as £2.69 and the current share price is 316p. My understanding is that everyone gets 1 HLN share for every 1 GSK share which would mean HLN has a share count of 5.08 billion. But if you multiply that by 316p you get nowhere near the supposed £40-50 bn market cap?

Anyway, just to confuse things further they show in my HL account when using a web browser but not when using the app!
All the best, Si