Forward-looking Statements
GSK plc cautions investors that any forward-looking statements or projections made by GSK plc, 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 plc’s Annual Report on
Form 20-F for the year ended December 31, 2025. The pre-commencement communications filed under cover of this Tender Offer Statement on Schedule TO include
forward-looking statements related to the Company, neladalkib, zidesamtinib and the acquisition of the Company by GSK plc, Parent and Purchaser 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 the Company 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 merger, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the
Company’s business; the commercial success of the Company’s 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 the Company
stockholders may not tender into the offer a majority of the Shares 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 agreement and plan of merger; 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 the Company 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 the Company; 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 the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Solicitation/Recommendation Statement to be filed by the Company, or in GSK plc’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC by GSK plc, as well as the Tender Offer Statement to be filed by GSK plc, Parent and Purchaser. All forward-looking statements are based on
information currently available to GSK plc and the Company neither GSK plc nor the Company assumes any obligation to update any forward-looking statements.
***
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| Item 12. |
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Exhibits. |
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| (a)(5)(a) |
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GSK plc investor call slides, dated June 9, 2026 |
| (a)(5)(b) |
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Transcript of media call on June 9, 2026 |
| (a)(5)(c) |
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Social media content by GSK plc on X |
| (a)(5)(d) |
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Social media content by GSK plc on LinkedIn |
| (a)(5)(e) |
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Social media content by GSK plc on Bluesky |
| (a)(5)(f) |
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Social media content by Tony Wood on LinkedIn |
| (a)(5)(g) |
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Social media content by Chris Sheldon on LinkedIn |
