GILD · Gilead Sciences, Inc.

Gilead Sciences has finalized its acquisition of Arcellx, Inc., securing full ownership of the investigational BCMA-directed CAR T-cell therapy anitocabtagene autoleucel (anito-cel) for multiple myeloma ahead of its potential commercial launch. The transaction, initially announced via a Merger Agreement on February 22, 2026, involved a tender offer commencing March 6, 2026, which successfully closed with 77.2% of shares tendered, exceeding the minimum threshold. This top-up merger under Delaware law converted remaining eligible shares into the same consideration: $115 cash per share plus a non-transferable CVR entitling holders to $5 if cumulative global net sales of anito-cel reach $6.0 billion through 2029. Funds deployed totaled $7.1 billion, covering share purchases, options, and RSUs. By acquiring Arcellx outright, Gilead eliminates prior collaboration profit-sharing, royalties, and milestones with Kite, enabling accelerated development, streamlined decisions, and maximized program value through its global manufacturing, regulatory, and commercial infrastructure. Arcellx now operates as a wholly owned subsidiary, with its Nasdaq-listed stock delisted. The deal is treated as an asset acquisition, impacting 2026 diluted EPS by $5.57-$5.67 under both GAAP and non-GAAP, but expected to turn modestly dilutive in 2026-2027 and accretive from 2028 onward, contingent on FDA approval of anito-cel, which holds Fast Track, Orphan Drug, and RMAT designations.