Ashurst advises on demerger by GSK plc of its Consumer Healthcare business to form Haleon

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    The transaction is expected to be the largest listing in London for over a decade.

    The Consumer Healthcare business is currently a joint venture between GSK and Pfizer, with GSK holding a majority controlling interest. On 23 June 2021, GSK confirmed its intention to separate the Consumer Healthcare business from the GSK Group. It is proposed that the separation will be effected by way of demerger of at least 80% of GSK's holding in the Consumer Healthcare business to GSK shareholders, a listing of Haleon's shares on the Main Market of the London Stock Exchange, and the establishment of a level 2 sponsored American depositary receipt programme in the US. The proposed Demerger, due to its size, qualifies as a Class 1 transaction for GSK and requires the approval of GSK shareholders.

    The proposed demerger is the most significant corporate change for GSK in the last 20 years, creating two new leading companies: GSK will focus purely on biopharmaceuticals, prioritising investment towards the development of innovative vaccines and specialty medicines; and Haleon will be a new global leader in consumer healthcare with a clear strategy to outperform and run a responsible business.

    Completion of the demerger and admission of Haleon's shares is expected to occur on 18 July 2022.

    Citigroup Global Markets Limited, Goldman Sachs International and Merrill Lynch International are acting as joint sponsors to GSK and Haleon.

    The Ashurst team was led by partner and head of ECM Nicholas Holmes, with support from senior consultant Jeffrey Sultoon, consultant Jennifer Schneck, senior associates Louise Chan, Maria McAlister and Rodrigo Romero Hidalgo, and associates Kseniia Samokhina, Saxon Norgard and Chutinan Chutima. Partners Nicholas Gardner and Tom Cummins and associate Luis de Freitas also advised.

    "We were delighted to act for our clients Goldman Sachs, Citi and Merrill Lynch International on what is expected to be the largest listing in London for over a decade," Nicholas Holmes commented. "Our role on a high-profile mandate of this nature is testimony to the team's strong standing in the market."