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all outstanding shares of common stock of Arcellx and accepted for payment all shares validly tendered and not validly withdrawn as of the expiration time of the tender offer, which shares represented, together with shares already owned by Gilead, approximately 77.2% of Arcellx's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.