GSK and Shionogi have agreed to restructure ViiV Healthcare’s ownership, with Shionogi increasing its stake to 21.7% and Pfizer exiting. The deal simplifies ViiV’s shareholder structure and strengthens its focus on long-acting HIV treatment and prevention
Written By: Sana Khan, BPharm
Reviewed By: Pharmacally Editorial Team
GSK, Shionogi & Co., Ltd., and Pfizer Inc. have reached a strategic agreement that reshapes the ownership structure of ViiV Healthcare, the global HIV-focused biopharmaceutical company. Under the transaction, Shionogi will replace Pfizer as a shareholder in ViiV Healthcare, increasing its economic interest to 21.7%, while GSK will retain its majority stake of 78.3%.
The agreement involves ViiV Healthcare issuing new shares to Shionogi for a consideration of $2.125 billion, alongside the cancellation of Pfizer’s existing 11.7% economic interest. As part of the transaction, Pfizer will receive $1.875 billion, and GSK will receive a special dividend of $250 million, payable in GBP. This move simplifies ViiV’s shareholder base, leaving GSK and Shionogi as the two long-term strategic partners.
Shionogi will continue to hold one seat on the ViiV Healthcare Board, represented by Dr. John Keller, who has served as a Director since 2012. The continuity of board representation underscores Shionogi’s long-standing involvement in shaping ViiV’s scientific and strategic direction.
ViiV Healthcare is widely recognized for its exclusive focus on HIV treatment and prevention. The company has played a central role in advancing long-acting injectable therapies that reduce dosing frequency and aim to improve adherence and quality of life for people living with HIV. These efforts align closely with Shionogi’s infectious disease strategy and GSK’s broader commitment to addressing unmet medical needs.
Commenting on the transaction, David Redfern, Chair of ViiV Healthcare, highlighted that the agreement streamlines governance while reinforcing a productive collaboration with Shionogi. He also acknowledged Pfizer’s contribution to ViiV since its founding in 2009, noting the role the partnership played in building a strong HIV portfolio.
From a research perspective, Shionogi’s increased investment reflects its deep scientific roots in HIV drug discovery. The company was instrumental in the discovery of integrase inhibitors such as dolutegravir and cabotegravir, which form the backbone of several leading HIV regimens. Ongoing research efforts continue to feed into ViiV’s pipeline through licensing arrangements, including the development of next-generation integrase inhibitors such as S-395598, also known as VH 4524184.
Financially, the transaction will result in GSK extinguishing the existing Pfizer put option liability through retained earnings upon completion. The liability will be remeasured immediately prior to closing, with any fair value adjustments recognized as an adjusting item within other operating income.
Completion of the deal is subject to regulatory clearances across relevant markets and is expected during the first quarter of 2026.
Overall, the restructuring marks a significant milestone for ViiV Healthcare. By consolidating ownership between GSK and Shionogi, the company is positioned to operate with greater strategic clarity as it advances its pipeline of long-acting HIV treatment and prevention medicines, while maintaining a clear focus on improving outcomes for people affected by HIV worldwide.
Reference
GSK, Pfizer and Shionogi agree on changes to ViiV Healthcare shareholding, 20 January 2026, https://www.gsk.com/en-gb/media/press-releases/gsk-pfizer-and-shionogi-agree-on-changes-to-viiv-healthcare-shareholding/
GSK, Pfizer and Shionogi agree on changes to ViiV healthcare shareholding, 20 January 2026, https://viivhealthcare.com/hiv-news-and-media/news/press-releases/2026/january/gsk-pfizer-and-shionogi-agree-on-changes-to-viiv-healthcare-shareholding/