Gilead Sciences has entered a definitive agreement to acquire Arcellx for $7.8 billion, paying $115 per share in cash plus a $5 per share contingent value right (CVR) if anito-cel cumulative global net sales reach at least $6 billion by end of 20291
The acquisition gives Gilead full control of anitocabtagene autoleucel (anito-cel), a BCMA-directed CAR-T cell therapy for multiple myeloma that the companies have been co-developing since 202213
The $115 per share offer represents a 68% premium to Arcellx's 30-day volume-weighted average share price as of February 20, 20261
Gilead currently owns approximately 11.5% of Arcellx's outstanding shares1
The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and customary conditions including a successful tender offer1
Upon FDA approval of anito-cel, the acquisition is expected to be accretive to Gilead's earnings per share beginning in 20281
Arcellx's D-Domain CAR platform, designed to generate target-binding domains with enhanced specificity and affinity, is expected to have broader applications for next-generation CAR T-cell and bispecific therapies1
BofA Securities, Morgan Stanley, and Ropes & Gray are advising Gilead; Centerview Partners and Wilson Sonsini Goodrich & Rosati are advising Arcellx1
Sources:
1. https://www.pharmexec.com/view/gilead-sciences-billion-definitive-agreement-acquire-arcellx
3. https://www.genengnews.com/topics/cancer/gilead-to-acquire-arcellx-for-7-8b-adding-anito-cel-to-cancer-pipeline/