GSK in Spin-Off of Consumer Healthcare Business

Cleary Gottlieb advised GSK plc (GSK) on the U.S. aspects of the separation of its consumer healthcare business into a standalone business held by Haleon plc (Haleon).

Prior to the separation, the consumer healthcare business was held through a joint venture with Pfizer Inc., with GSK holding an interest of 68% and Pfizer holding 32%. The separation was effected by way of a demerger of approximately 80% of GSK’s 68% holding in the consumer healthcare business to GSK shareholders. GSK retained a stake of approximately 13% in Haleon (including approximately 7.5% held by entities providing funding mechanisms for GSK’s UK pension scheme) and intends to monetize its holdings in a disciplined manner to further strengthen GSK’s balance sheet.

The separation was completed on July 18, 2022, on which date the ordinary shares of Haleon were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange. It was described as the “biggest European listing in a decade.” American depositary shares each representing two ordinary shares of Haleon began trading on the New York Stock Exchange on July 22, 2022.

GSK and its subsidiaries constitute a global biopharma company with a purpose to unite science, technology, and talent to get ahead of disease together.

Haleon is a global leader in consumer health, with its product portfolio spanning five major categories: oral health; pain relief; respiratory health; digestive health and other; and vitamins, minerals, and supplements.