Shionogi and GSK reached an agreement together with Pfizer to acquire Pfizer’s 11.7% holdings in ViiV Healthcare Limited shares and replace them with an investment from Shionogi.

ViiV Healthcare was established back in November 2009 by both GSK and Pfizer as a global specialist HIV company dedicated to delivering advances in treatment and care for people living with HIV, and for people who could benefit from HIV prevention.¹

Shionogi became a ViiV shareholder in October, 2012. The company focused on taking a deeper and broader interest in HIV and AIDS while also taking a new approach to deliver effective and innovative medicines for HIV treatment and prevention, along with supporting communities affected by HIV.¹

As a result of the acquisition, Pfizer will no longer hold shares of ViiV Healthcare Limited and Shionogi will see its holdings increase to 21.7%.¹ The majority shareholder of ViiV Healthcare Limited will remain GSK, maintaining its 78.3% majority owned holdings.¹

The acquisition is expected to simplify Viiv Healthcare’s shareholder structure as GSK and Shionogi remain the only two shareholders following the purchase of Pfizer’s holdings.

“This agreement simplifies ViiV’s shareholder structure, and we look forward to continuing our highly successful collaboration with Shionogi to advance ViiV’s pipeline and portfolio of long-acting injectable HIV treatment and prevention medicines. GSK would also like to thank Pfizer for its longstanding partnership in the development of ViiV since its establishment in 2009,” said David Redfern, chair of ViiV Healthcare.

What are the financial implications of the transaction?

Per the terms of the agreement, ViiV Healthcare is expected to issue new shares to Shionogi for consideration of $2.125 billion while also canceling Pfizer’s holdings in ViiV Healthcare. As part of the agreement, Pfizer is set to receive $1.875 billion while GSK is expected to receive a special dividend of $250 million (payable in GBP).¹ Completion of the transaction is subject to select regulatory clearances in relevant markets, and is expected to occur during the first quarter of 2026.¹

Upon completion, GSK will complete the Pfizer put option liability through retained earnings, in which the liability will be remeasured immediately prior to completion on the same methodology as December 31, 2025, with any fair value change in the liability recognized as an adjusting item through other operating income.¹

“Shionogi is dedicated to addressing major infectious diseases, with HIV being one of our most important focus areas, as reflected by our role in the discovery of the innovative integrase inhibitors dolutegravir and cabotegravir. Our ongoing HIV research continues to contribute to ViiV’s pipeline through licensing agreements, as is the case for the third-generation integrase inhibitor S-395598/VH 4524184. We are delighted to further deepen our strategic partnership with GSK and ViiV through this agreement, redoubling our commitment and participation in improving the lives of people living with or affected by HIV,” said John Keller, Ph.D., director of the board, senior vice president, R&D Supervisory Unit at Shionogi.

Sources

1. GSK, Pfizer and Shionogi Agree on Changes to ViiV Healthcare Shareholding ViiV Healthcare January 20, 2026 https://viivhealthcare.com/hiv-news-and-media/news/press-releases/2026/january/gsk-pfizer-and-shionogi-agree-on-changes-to-viiv-healthcare-shareholding/