Arcellx Acquired by Gilead Sciences — Healthcare M&A

Gilead Sciences has entered a definitive agreement to acquire Arcellx in a transaction valued at about $7.8 billion. The deal is structured as a cash tender offer followed by a second-step merger. Under the terms disclosed, Arcellx shareholders will receive $115 per share in cash, plus a contingent value right of $5 per share linked to cumulative global net sales of Arcellx’s lead investigational therapy, anitocabtagene autoleucel (anito-cel), with a sales threshold of at least $6 billion through 2029. The acquisition is expected to close in the second quarter of 2026.

The combination deepens Gilead’s strategy in cell therapy for multiple myeloma, an area where most patients eventually relapse and treatment options narrow with each successive line. Arcellx’s anito-cel is a BCMA-directed CAR T-cell therapy designed for relapsed or refractory multiple myeloma, and Gilead and Arcellx previously collaborated through Kite, Gilead’s cell therapy unit, to co-develop and co-commercialize the program. The FDA has accepted a biologics license application for anito-cel in a fourth-line setting, supported by Phase I and Phase II iMMagine1 data, with a Prescription Drug User Fee Act action date of December 23, 2026.

Additional deal details include an expected EPS accretion beginning in 2028, contingent on regulatory approval and commercialization. Advisors were not specified in the provided information, but the timeline and contingent consideration underscore the focus on anito-cel’s commercial trajectory as the primary value driver for the acquisition.