Gilead to Acquire Arcellx
Gilead to Acquire Arcellx as a cash-plus-CVR deal tied to the anito-cel regulatory timeline, likely prompting active equity trading and option flow.
KEY TAKEAWAYS
- Gilead will pay $115 per share plus a $5 CVR tied to $6.0 billion sales through 2029.
- Deal structured as a tender offer followed by a second-step merger pending a majority tender and approvals.
- Anito-cel BLA accepted with a Dec. 23, 2026 PDUFA date and EPS accretion expected from 2028.
HIGH POTENTIAL TRADES SENT DIRECTLY TO YOUR INBOX
Add your email to receive our free daily newsletter. No spam, unsubscribe anytime.
Gilead Sciences (GILD) agreed on Feb. 23, 2026, to acquire Arcellx (ACLX) through a tender offer tied to regulatory clearance of anito-cel. The deal is structured to close in the second quarter of 2026, subject to a majority tender and regulatory approvals.
Deal Terms, Structure, and Clinical Implications
Gilead will pay $115 in cash per Arcellx share plus a non-transferable contingent-value right (CVR) that pays $5 if anito-cel reaches $6.0 billion in cumulative global net sales from launch through 2029. This values Arcellx’s equity at $7.8 billion at closing. The cash price represents a 68.0% premium to Arcellx’s 30-day volume-weighted average price as of Feb. 20, 2026, and a 79.0% premium to that day’s closing price.
The transaction will proceed as a tender offer by a Gilead subsidiary for shares it does not already own, followed by a second-step merger at the same terms if the minimum tender is met. Both companies’ boards have approved the definitive agreement. Gilead held about 11.5% of Arcellx common stock before the deal, and that stake counts toward the required tender.
Arcellx is a clinical-stage biotech developing a D-Domain CAR platform for cancer immunotherapies. Its lead asset, anito-cel (anitocabtagene autoleucel), has a biologics license application accepted by the FDA for fourth-line relapsed/refractory multiple myeloma. The approval is supported by Phase 1 (NCT04155749) and Phase 2 iMMagine-1 (NCT05396885) data showing deep, durable responses with manageable safety. The FDA set anito-cel’s PDUFA date for Dec. 23, 2026. Gilead and Arcellx began collaborating on the program in 2022.
Gilead expects the program to be accretive to its earnings per share starting in 2028 and thereafter. The acquisition will accelerate development and commercialization while eliminating prior profit-share, milestone, and royalty arrangements. Daniel O’Day, chairman and chief executive officer of Gilead Sciences, said, “This agreement reflects our conviction in the potential of anito-cel and our intention to move with speed so we can make the most of that potential for patients with multiple myeloma.”
The companies identified principal risks including failure to meet closing conditions, regulatory delays, missing the CVR sales milestone, and integration challenges. Tender-offer filings (Schedule TO) and Arcellx’s Schedule 14D-9 are expected as the process advances.
Following the announcement, Arcellx shares rose about 77.8% in premarket trading. Separately, Perceptive Advisors sold 1,002,282 Arcellx shares in the fourth quarter of 2025, a prior transaction relevant to shareholder dynamics ahead of the tender.
