Gilead Completes Acquisition of Arcellx for Approximately $7.8 Billion
Gilead Sciences (GILD) announced the completion of its previously announced acquisition of Arcellx (ACLX). Under the terms of the transaction, Gilead acquired Arcellx for $115 per share in cash, plus one non-transferable contingent value right of $5 per share, representing a total implied equity value of approximately $7.8 billion at the time of closing. The acquisition builds on Kite and Arcellx's collaboration and provides Gilead with full control of anitocabtagene autoleucel, 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. On April 28, Gilead 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all outstanding shares of common stock of Arcellx and accepted for payment all shares validly tendered and not validly withdrawn as of the expiration time of the tender offer, which shares represented, together with shares already owned by Gilead, approximately 77.2% of Arcellx's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 $6B 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.
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- New Formulation Development: The current sNDA is for a 300 mg oral tablet of Yeztugo to be taken once weekly, which, if approved, would become the first long-acting oral PrEP option, further expanding Gilead's market share in HIV prevention.
- Clinical Trial Support: The acceptance of the application is backed by results from the PURPOSE 1 and PURPOSE 2 trials, demonstrating efficacy across diverse populations, including cisgender women, cisgender men, and gender-diverse individuals, indicating its broad applicability.
- Strong Financial Performance: Gilead reported total revenue of $29.443 billion for 2025, up from $28.754 billion in 2024, primarily driven by growth in sales of HIV and liver disease products, showcasing the company's robust performance in the biopharmaceutical sector.
- FDA Review Acceptance: The US FDA has accepted Gilead Sciences' (GILD) application for a once-weekly oral version of Yeztugo (lenacapavir) for HIV pre-exposure prophylaxis, with an action date set for February 2, 2027, potentially enhancing convenience in HIV prevention.
- Clinical Trial Backing: The application is supported by data from the PURPOSE 1 and PURPOSE 2 trials, demonstrating the new formulation's efficacy in preventing HIV, which may attract more high-risk populations to utilize the treatment.
- Product Transformation: Yeztugo is currently approved as an injection with subsequent doses administered every six months, and transitioning to an oral formulation is expected to improve patient adherence, thereby driving sales growth.
- Market Potential: With the rising demand for HIV prevention, Gilead's new drug is poised to capture a significant market share, further solidifying its leadership position in the antiviral drug sector.
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