GSK plc and Japan-based pharmaceutical company Shionogi & Co., Ltd. have reached an agreement, alongside Pfizer Inc., to reshape the ownership structure of ViiV Healthcare, the global specialist HIV company. Under the new arrangement, Shionogi will replace Pfizer as a minority shareholder, increasing its economic interest in ViiV Healthcare to 21.7%, while GSK will retain its majority stake of 78.3%.
The transaction marks Pfizer’s full exit from ViiV Healthcare, a company it helped establish in 2009 alongside GSK. As part of the deal, ViiV Healthcare will issue new shares to Shionogi in exchange for a total consideration of $2.125 billion. Pfizer will receive $1.875 billion for the cancellation of its 11.7% economic interest, while GSK will receive a special dividend of $250 million, payable in British pounds.
Despite the change in ownership, governance continuity at ViiV Healthcare will be maintained. Shionogi will continue to hold one director position on the ViiV Healthcare Board, represented by Dr. John Keller, who has served as a board director since 2012. GSK will remain the controlling shareholder and continue to guide the company’s long-term strategy.
ViiV Healthcare focuses exclusively on HIV treatment and prevention, with a strong emphasis on long-acting injectable therapies designed to improve adherence and outcomes for people living with or at risk of HIV. The streamlined shareholder structure is expected to support faster decision-making and strengthen collaboration between the remaining partners.
David Redfern, Chair of ViiV Healthcare, said the agreement simplifies the company’s ownership while reinforcing its strategic direction. He highlighted the ongoing collaboration with Shionogi to advance ViiV’s pipeline and portfolio, particularly in long-acting HIV medicines, and acknowledged Pfizer’s longstanding contribution since ViiV’s formation.
From Shionogi’s perspective, the increased stake reflects its long-term commitment to HIV research. The company has played a key role in the discovery of integrase inhibitors such as dolutegravir and cabotegravir, which form the backbone of several leading HIV therapies. Shionogi continues to contribute to ViiV’s pipeline through licensing agreements, including work on a third-generation integrase inhibitor currently in development.
The deal underscores a renewed strategic alignment between GSK and Shionogi as they seek to accelerate innovation and improve the lives of people affected by HIV worldwide.