Arcellx Confirms Tender Offer Expiration and Merger Completion by Gilead Sciences

summarizeSummary

Arcellx confirmed the successful expiration of Gilead Sciences' tender offer, with 77.2% of shares tendered, and expects the merger to complete today, leading to delisting and cessation of reporting.

check_boxKey Events

• Tender Offer Expired

  The tender offer by Gilead Sciences' subsidiary, Ravens Sub, Inc., for all outstanding shares of Arcellx, Inc. expired at 5:00 p.m., Eastern Time, on April 27, 2026.

• Minimum Tender Condition Met

  A total of 38,795,604 shares were validly tendered and not withdrawn, representing approximately 77.2% of outstanding shares, satisfying the minimum tender condition.

• Merger Completion Expected

  Parent and Purchaser expect to complete the acquisition of Arcellx, Inc. on April 28, 2026, through a merger without a vote of company stockholders, in accordance with Section 251(h) of the DGCL.

• Shares to be Delisted

  Following the merger, Arcellx shares will be delisted from the Nasdaq Global Select Market, and the company's reporting obligations under the Exchange Act will be terminated.

auto_awesomeAnalysis

This filing marks the definitive completion of Arcellx's acquisition by Gilead Sciences, following the tender offer's expiration. With 77.2% of shares tendered, the minimum condition was met, paving the way for the merger to finalize today without a shareholder vote. This event, which follows the SC TO-T/A from Gilead Sciences confirming the acquisition, means Arcellx shares will be delisted from Nasdaq and the company will cease its reporting obligations, fundamentally altering the investment thesis for shareholders. The acquisition price of $115 cash plus a $5 CVR is consistent with the stock trading near its 52-week high, reflecting the market's anticipation of this outcome.