GlaxoSmithKline plc (LSE:GSK) announced the spin-off of at least 54.4% stake in Consumer Healthcare business on June 23, 2021. As part of the transaction, shareholders will receive Premium listed Haleon shares on a one for one basis. Separation will be by way of a demerger of at least 80% of GSK's 68% holding in the Consumer Healthcare business to GSK shareholders, with the new Consumer Healthcare company shares expected to attain a premium listing on the London Stock Exchange, with ADRs to be listed in the US. New GSK will retain up to 20% of GSK's holding in the new Consumer Healthcare company. As of July 2, 2021, GSK’s board on Friday rejected Elliott’s demands that the British company change its board and sell its consumer healthcare arm after separating it from its pharma business, a day after strongly worded proposals from the activist investor. The Board of GSK (GSK) today announces that Brian McNamara, the Chief Executive Officer of GSK Consumer Healthcare (a Joint Venture between GSK and Pfizer) has been appointed as Chief Executive Officer Designate of the new, listed Consumer Healthcare company which will result from the proposed demerger of Consumer Healthcare from GSK in 2022. As of October 11, 2021, GlaxoSmithKline plc announced proposals for a major new UK-based headquarters and global campus for the new Consumer Healthcare company following separation in 2022, and its long-term plan for the future headquarters of GSK. Harry Dietz will join as a non-executive director, beginning January 2022. Under the proposals announced today the new Consumer Healthcare company will build a new campus in Weybridge, UK. This campus will house the global headquarters for the new Consumer Healthcare business, including an innovation centre (made up of R&D laboratories and the Consumer Healthcare Shopper Science lab) and the company’s global support function teams based in the UK. It will be home to around 1,400 employees. Consumer Healthcare teams will leave GSK House in Brentford and will move to a temporary headquarters in Weybridge, at a site close to but separate from the company’s existing facilities in the area. As per update on December 20, 2021, GlaxoSmithKline plc has appointed Dave Lewis as Non-Executive Chair Designate of the new Consumer Healthcare company. His appointment will take effect from January 1, 2022. Following the demerger, GSK’s shareholders will hold at least 54.5% of Haleon and GSK itself will hold up to 6%. An aggregate of 7.5% of Haleon will be held by certain Scottish limited partnerships, set up to provide additional funding for GSK’s UK Pension Schemes. Pfizer is expected to maintain its ownership stake of 32% in Haleon. GSK and Pfizer plan to exit their ownership stakes in Haleon.

GlaxoSmithKline plc (GSK) announced that the new company, to result from the proposed demerger of Consumer Healthcare from GSK in mid-2022, will be called Haleon plc. GlaxoSmithKline plc announced the spin-off of at least 54.4% stake in Consumer Healthcare business on June 23, 2021. Under the terms of transaction, separation will be by way of a demerger of at least 80% of GSK's 68% holding in the Consumer Healthcare business to GSK shareholders, with the new Consumer Healthcare company shares expected to attain a premium listing on the London Stock Exchange, with ADRs to be listed in the US. New GSK will retain up to 20% of GSK's holding in the new Consumer Healthcare company. GSK plc has announced the appointments of Asmita Dubey, Marie-Anne Aymerich and Bryan Supran to the Designate Haleon Board, the new independent company to be formed following the demerger of the GSK Consumer Healthcare business. Haleon shares are expected to attain a premium listing on the London Stock Exchange with American Depositary Receipts listed on the New York Stock Exchange. 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. On July 31, 2019, Pfizer and GSK completed a transaction to form a joint venture (JV) that combined their respective Consumer Healthcare businesses. Under the terms of the transaction, Pfizer and GSK received 32% and 68% ownership interests in the JV, respectively. On June 1, 2022, Haleon published a Prospectus in connection with the demerger and LSE listing. GSK and certain related entities will retain, in the aggregate, an approximately 13.6% ownership interest in Haleon following the transaction. In addition, Haleon will soon apply to list American Depositary Shares (ADSs) representing Haleon ordinary shares on the New York Stock Exchange (NYSE). Completion of the demerger and the LSE and NYSE listings are subject to customary conditions, including GSK shareholder approval. GSK has received approval from the Financial Conduct Authority, a financial regulatory body in the United Kingdom, for the separation of its Consumer Healthcare business from its biopharmaceuticals business, comprising drugs and vaccines on June 2, 2022.The General Meeting will be held on July 6, 2022. The new Consumer Healthcare will be named Haleon and is expected to be listed on the Main Market of the London Stock Exchange for public trading on Jul 18, 2022. Following the demerger and listing of Haleon, Pfizer will continue to hold a 32% ownership interest in Haleon. As per update on July 14, 2022, consumer healthcare company will trade with new name.

As on July 6, 2022, The transaction is approved by the shareholders of GSK plc. Transaction is subject to customary closing conditions, including approval from shareholders. As of July 2, 2021, GSK’s board on Friday rejected Elliott’s demands that the British company change its board and sell its consumer healthcare arm after separating it from its pharma business, a day after strongly worded proposals from the activist investor. Vishal Sikka, founder of Vianai Systems, will join the Board of the Company as a Non-Executive Director He will join the Board with effect from the Haleon demerger. As on May 30, 2022, GSK plc announced the appointments of Asmita Dubey, Marie-Anne Aymerich and Bryan Supran to the Designate Haleon Board. The complete Designate Haleon Board follows: Sir Dave Lewis, Non-Executive Chair; Brian McNamara, Chief Executive Officer; Tobias Hestler, Chief Financial Officer; Marie-Anne Aymerich, Non-Executive Director; Manvinder Singh (Vindi) Banga, Senior Independent Non-Executive Director; Tracy Clarke, Non-Executive Director; Dame Vivienne Cox, Non-Executive Director; Asmita Dubey, Non-Executive Director; Deirdre Mahlan, Non-Executive Director; Bryan Supran, Non-Executive Director (Pfizer nominee) and John Young, Non-Executive Director (Pfizer nominee). Haleon Senior Management will comprises of Dana Bolden as Head of Corporate Affairs, Keith Choy as Head of Asia Pacific, Bart Derde as Head of Quality and Supply Chain, Amy Landucci as Head of Digital and Technology, Filippo Lanzi as Head of EMEA and LatAm, Jooyong Lee as Head of Strategy and Office of the CEO, Teri Lyng as Head of Transformation and Sustainability, Mairéad Nayager as Chief Human Resources Officer, Lisa Paley as Head of US and North America, Franck Riot as Head of R&D, Tamara Rogers as Chief Marketing Officer and Bjarne P Tellmann as General Counsel. The separation of Consumer Healthcare is expected in mid-2022. 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 July 18, 2022. As of June 14, 2022, the transaction is approved by the Competition Commission of India. As per update on July 14, 2022, shareholders of GSK has approved the transaction.

Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to GSK plc (LSE

GlaxoSmithKline plc (LSE:GSK) completed the spin-off of at least 54.4% stake in Consumer Healthcare business on July 15, 2022. As of January 31, 2023, John Young, Non-Executive Director and representative of Pfizer Inc. will be stepping down from the Board of the Haleon with effect from 28 February 2023. Ghada El Ehwany and Mostafa El Sakaa of Helmy of Hamza & Partners, Baker McKenzie Cairo acted as legal advisors to GlaxoSmithKline.