On April 28, 2026 Gilead Sciences, Inc. (Nasdaq: GILD) reported the successful completion of its previously announced acquisition of Arcellx, Inc. (Nasdaq: ACLX). Under the terms of the transaction, Gilead acquired Arcellx for $115 per share in cash, plus one non-transferable contingent value right (CVR) of $5 per share, representing a total implied equity value of approximately $7.8 billion at the time of closing.

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The acquisition builds on Kite, a Gilead Company, and Arcellx’s successful collaboration and provides Gilead with full control of anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for multiple myeloma. By consolidating ownership of anito-cel and eliminating future profit-share, milestone and royalty obligations, Gilead is positioned to accelerate development, streamline decision-making and maximize the long-term potential of the program.

"With the Arcellx acquisition, our focus turns to executing with speed and discipline as we prepare to bring anito-cel to patients," said Cindy Perettie, Executive Vice President and Global Head of Kite. "I want to thank the Arcellx team for their scientific leadership, close collaboration to date and deep expertise they bring as we advance anito-cel. With this acquisition, anito-cel and the differentiated D-Domain BCMA binder will advance within Kite, combining this science with our global manufacturing, regulatory and commercial capabilities to unlock the full value of this potentially transformative therapy for people living with multiple myeloma."

On April 28, 2026, Gilead successfully completed its tender offer for all outstanding shares of common stock of Arcellx and accepted for payment all shares validly tendered and not validly withdrawn as of the expiration time of the tender offer, which shares represented, together with shares already owned by Gilead, approximately 77.2% of Arcellx’s outstanding shares. Following completion of the offer, Gilead completed the acquisition of Arcellx through a merger of Gilead’s wholly owned subsidiary with and into Arcellx, in which shares of Arcellx common stock were cancelled and converted into the right to receive the same $115 per share in cash and one CVR of $5 per share as shares tendered in the offer.

The CVR is payable upon achievement of cumulative global net sales of anito-cel of at least $6.0 billion from launch through the end of 2029.

As a result of the completion of the merger, Arcellx has become a wholly owned subsidiary of Gilead and the common stock of Arcellx will be delisted from the Nasdaq Global Select Market.

This transaction is expected to be accounted for as an asset acquisition and reduce Gilead’s GAAP and non-GAAP 2026 diluted EPS by approximately $5.57 – $5.67. Excluding the impact of acquired in-process research and development expenses, Gilead expects the transaction to be modestly dilutive to earnings per share in 2026 and 2027, and accretive in 2028 and thereafter, subject to FDA approval of anito-cel.

About Anito-cel

Anitocabtagene autoleucel (anito-cel, previously ddBCMA) is the first BCMA-directed CAR T-cell therapy to be investigated in multiple myeloma that utilizes a novel and compact binder known as the D-Domain. The small, stable D-Domain binder enables high CAR expression without tonic signaling and is designed to quickly release from the BCMA target. This combination may allow for the effective elimination of multiple myeloma cells without severe immunotoxicity. Anito-cel has been granted Fast Track, Orphan Drug, and Regenerative Medicine Advanced Therapy Designations by the U.S. Food and Drug Administration.

(Press release, Gilead Sciences, APR 28, 2026, View Source [SID1234664856])