Shionogi Increases Stake in ViiV Healthcare to 21.7 Percent as Shareholder Structure Simplifies

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Shionogi Increases Stake in ViiV Healthcare to 21.7 Percent as Shareholder Structure Simplifies

(IN BRIEF) GSK and Shionogi have agreed with Pfizer to restructure ViiV Healthcare’s shareholder base, with Shionogi replacing Pfizer’s 11.7 percent economic interest and increasing its stake to 21.7 percent, while GSK maintains a 78.3 percent majority holding. The transaction, valued at $2.125 billion for Shionogi’s investment, simplifies ViiV Healthcare’s ownership structure and strengthens the long-term collaboration between GSK and Shionogi in HIV research, treatment, and prevention. The deal is expected to close in the first quarter of 2026, subject to regulatory approvals.

(PRESS RELEASE) LONDON, 20-Jan-2026 — /EuropaWire/ — GSK plc and Shionogi & Co., Ltd. have reached an agreement with Pfizer Inc. that will simplify the shareholder structure of ViiV Healthcare by replacing Pfizer’s 11.7 percent economic interest with an increased investment from Shionogi. Following completion of the transaction, Shionogi will raise its holding in ViiV Healthcare to 21.7 percent, while GSK will retain its 78.3 percent majority economic interest.

As part of the agreement, ViiV Healthcare will issue new shares to Shionogi for consideration of $2.125 billion, while Pfizer’s existing holding in ViiV Healthcare will be cancelled. Pfizer will receive $1.875 billion from the transaction, and GSK will receive a special dividend of $0.250 billion, payable in pounds sterling. Shionogi will continue to hold one seat on the ViiV Healthcare Board, represented by Dr. John Keller, who has served as a director since 2012.

The transaction streamlines ViiV Healthcare’s ownership structure while reinforcing the long-standing strategic collaboration between GSK and Shionogi. ViiV Healthcare remains a global specialist HIV company focused on advancing treatment and prevention options for people living with HIV and those at risk, with a strong emphasis on long-acting injectable therapies.

Shionogi’s increased investment reflects its continued commitment to HIV research and innovation, building on its role in the discovery of integrase inhibitors such as dolutegravir and cabotegravir, as well as its ongoing contribution to ViiV’s research pipeline through licensing agreements. The strengthened partnership supports the continued development of next-generation HIV medicines and reinforces shared ambitions to improve outcomes for patients worldwide.

Completion of the transaction is subject to customary regulatory approvals in relevant markets and is expected to occur during the first quarter of 2026. Upon completion, GSK will extinguish the existing Pfizer put option liability through retained earnings, with any fair value adjustments recognized in other operating income in line with accounting requirements.

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 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.

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.

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.

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.

Media contact:
Email: corporate.media@gsk.com
Phone: +44 (0)20 8047 5502

SOURCE: GlaxoSmithKline plc

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