Gilead Sciences Completes $7.8 Billion Acquisition of Arcellx, Inc.; Shares to Be Delisted

summarizeSummary

Gilead Sciences has successfully completed its acquisition of Arcellx, Inc. for $115 per share in cash plus a $5 CVR, with Arcellx now becoming a wholly-owned subsidiary and its shares delisting from Nasdaq.

check_boxKey Events

• Acquisition Completed

  Gilead Sciences, Inc. has successfully completed its acquisition of Arcellx, Inc. today, April 28, 2026, following the expiration of the tender offer.

• Tender Offer Results

  A total of 38,795,604 shares were validly tendered and not withdrawn, representing approximately 77.2% of Arcellx's outstanding shares (including those already owned by Gilead), satisfying the minimum tender condition.

• Financial Terms Finalized

  Arcellx shareholders will receive $115.00 per share in cash, plus one contractual contingent value right (CVR) of $5.00 per share, payable upon anito-cel cumulative global net sales exceeding $6.0 billion by December 31, 2029.

• Delisting Imminent

  As a result of the merger, Arcellx has become a wholly-owned subsidiary of Gilead, and its common stock will be delisted from the Nasdaq Global Select Market.

auto_awesomeAnalysis

This filing marks the definitive completion of Gilead Sciences' acquisition of Arcellx, Inc., a major event that fundamentally alters Arcellx's corporate structure and future. Arcellx shareholders will receive $115.00 per share in cash plus one contingent value right (CVR) of $5.00 per share, contingent on anito-cel sales. The successful tender offer, with 77.2% of shares tendered, allowed Gilead to finalize the merger and integrate Arcellx's promising anito-cel product into its Kite oncology portfolio. This transaction, valued at approximately $7.8 billion, provides Gilead with full control over the investigational CAR T-cell therapy, streamlining its development and commercialization. For Arcellx, this concludes its journey as a public company, with its shares now slated for delisting from the Nasdaq Global Select Market. The acquisition is expected to be dilutive to Gilead's EPS in the short term but accretive from 2028 onwards, subject to FDA approval of anito-cel.