Announcement • Jun 29

GSK plc (LSE:GSK) completed the acquisition of BELLUS Health Inc. (TSX:BLU).

GSK plc (LSE:GSK) entered into an agreement to acquire BELLUS Health Inc. (TSX:BLU) for $1.9 billion on April 17, 2023. Under the terms of the transaction, shares of BELLUS outstanding will be acquired by GSK in consideration of $14.75 per share in cash. In case of termination, BELLUS shall pay to GSK, a fee of $75,000,000 in cash. BELLUS Transaction Committee has unanimously recommended that Board approve the Arrangement and that the Shareholders vote in favor of the Arrangement Resolution. BELLUS' Board of Directors has unanimously recommended that BELLUS' shareholders vote in favor of the approval of the acquisition. The transaction is subject to regulatory approvals, court approval, the approval of the acquisition by at least 66.67% of the votes cast at a meeting of BELLUS' shareholders, waiting period under the HSR Act shall have expired or been earlier terminated, the Competition Act Approval shall have been received, all other authorizations under the applicable Antitrust Laws and Foreign Direct Investment Laws with respect to the Arrangement shall have been made, expired, terminated, or obtained, all Requisite Regulatory Approvals shall be in full force, aggregate number of Shares held by Shareholders that have validly exercised Dissent Rights in connection with the Arrangement shall not exceed 10% of the number of Shares then outstanding and effect and other customary closing conditions.BELLUS will hold the Acquisition Meeting to consider the acquisition on June 16, 2023. The record date for the Acquisition Meeting will be May 15, 2023. As on April 26, 2023, BELLUS announced that it is postponing until June 30, 2023 its annual and special meeting of shareholders previously scheduled to be held on May 4, 2023. The new record date for the Annual Meeting will be May 25, 2023. Superior Court of Québec has issued an interim order authorizing, among other things, the holding of a special meeting of shareholders of BELLUS on June 16, 2023. On May 15, 2023, the Canadian Commissioner of Competition has issued an advance ruling certificate (“ARC”) in respect of the Arrangement and the transactions contemplated therein. The issuance of the ARC satisfies the closing condition of the approval required under the Competition Act under the Arrangement agreement. As of June 16, 2023, BELLUS shareholder approved the transaction. As of June 22, 2023, Québec Superior Court grants the final order to approve the arrangement. The transaction is expected to close in the third quarter of 2023 or earlier. As of June 16, 2023, the transaction is expected to close on or about the end of the second quarter of 2023. The acquisition is expected to be accretive to adjusted EPS from 2027 and has the potential to deliver significant sales through 2031 and beyond.PJT Partners, Inc. is acting as the exclusive financial advisor to GSK. Krishna Veeraraghavan and Benjamin Goodchild of Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Peter Castiel, Robert Carelli and Oliver Godbout of Stikeman Elliott LLP serve as legal counsel to GSK in connection with the transaction. Centerview Partners is acting as the exclusive financial advisor, and Graham Robinson, Faiz Ahmad, Bill Batchelor, Maya P Florence, Timothy F. Nelson, Maria Raptis, Resa K Schlossberg, David E Schwartz and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP, and Sébastien Roy of Davies Ward Phillips & Vineberg LLP serve as legal counsel to BELLUS. Lori P. Westin, Jim Malecha and Lee Johnson of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to BELLUS on patent matters related to the transaction. Centerview Partners LLC and Bloom Burton Securities Inc. acted as fairness opinion providers to BELLUS. BELLUS will pay Centerview an aggregate fee of approximately $46 million, $1 million of which was payable upon the rendering of Centerview’s opinion. Innisfree M&A Inc. acted as proxy solicitation agent to BELLUS for a fee of $40,000. Computershare Investor Services Inc. is the transfer agent of BELLUS.GSK plc (LSE:GSK) completed the acquisition of BELLUS Health Inc. (TSX:BLU) on June 28, 2023.

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