공지 • Apr 29
Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of 77.2% stake in Arcellx, Inc. (NasdaqGS:ACLX) from New Enterprise Associates, Inc., Sr One Capital Fund I Aggregator, LP, fund managed by SR One Capital Management, LP, and others.
Gilead Sciences, Inc. (NasdaqGS:GILD) entered into an agreement to acquire the remaining 88.50% stake in Arcellx, Inc. (NasdaqGS:ACLX) from New Enterprise Associates, Inc., Sr One Capital Fund I Aggregator, LP, fund managed by SR One Capital Management, LP, and others for approximately $6.6 billion on February 22, 2026. Under the terms of the merger agreement, Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellx’s common stock that Gilead does not already own for an offer price of $115 per share in cash, plus one non-transferable contingent value right that entitles the holder to receive an additional $5 per CVR upon the achievement of cumulative global net sales of anito-cel of at least $6 billion from launch through year-end 2029. Gilead currently owns approximately 11.5% of Arcellx’s outstanding common stock. If the tender offer is successfully completed, Gilead will acquire all remaining shares of Arcellx not tendered in the offer through a second step merger for the same consideration as is paid in the tender offer. In case of termination of transaction, Arcellx will pay a termination fee of $260 million.
The transaction was approved by both the Gilead and Arcellx Boards of Directors, and is subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares, the receipt of regulatory approvals, the expiration or termination of the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary offer conditions. The expected completion of the transaction is during the second quarter of 2026. Upon FDA approval of anito-cel, the proposed transaction is expected to be accretive to earnings per share in 2028 and thereafter. As of April 1, 2026, approximately 4,389,763 Shares representing approximately 7.5% of the outstanding Shares of Arcellx, Inc have been validly tendered. Gilead Sciences, Inc announced an extension of the Expiration Date until 5:00 p.m., Eastern Time, on April 24, 2026, unless the Offer is further extended or earlier terminated. As of April 17, 2026 the transaction has received all the regulatory approval.
Computershare Trust Company, National Association acted as transfer agent/registrar for Arcellx, Inc. Emily J. Oldshue and Nicholas C.H. Roper of Ropes & Gray LLP acted as legal advisor for Gilead Sciences, Inc. Rob Ishii, Ross Tanaka, Dan Koeppen, Rob Wernli, David Sharon, Jennifer Fang, Brandon Gantus, Michael Klippert, Matt Gorman, Amy Simmerman, James Griffin-Stanco, Ian Edvalson, Norm Hovijitra, Jamillia Ferris, Michelle Hale, Deirdre Carroll, Kimberly Biagioli, Andrew Morrison, Matt Staples, Maya Skubatch, Rex Watkins, Aaron Hendelman, Anne Seymour, Sean Wilkinson, and Greg Broome of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor for Arcellx, Inc. BofA Securities, Inc. and Morgan Stanley & Co. LLC acted as financial advisors for Gilead Sciences. Centerview Partners LLC acted as financial advisor and fairness opinion provider for Arcellx, Inc.
Gilead Sciences, Inc. (NasdaqGS:GILD) completed the acquisition of 77.2% stake in Arcellx, Inc. (NasdaqGS:ACLX) from New Enterprise Associates, Inc., Sr One Capital Fund I Aggregator, LP, fund managed by SR One Capital Management, LP, and others on April 28, 2026. Gilead successfully completed its tender offer for all outstanding shares of common stock of Arcellx and accepted for payment all shares validly tendered and not validly withdrawn as of the expiration time of the tender offer, which shares represented, together with shares already owned by Gilead, approximately 77.2% of Arcellx’s outstanding shares. Following completion of the offer, Gilead completed the acquisition of Arcellx through a merger of Gilead’s wholly owned subsidiary with and into Arcellx, in which shares of Arcellx common stock were cancelled and converted into the right to receive the same $115 per share in cash and one CVR of $5 per share as shares tendered in the offer. The CVR is payable upon achievement of cumulative global net sales of anito-cel of at least $6.0 billion from launch through the end of 2029. As a result of the completion of the merger, Arcellx has become a wholly owned subsidiary of Gilead and the common stock of Arcellx will be delisted from the Nasdaq Global Select Market.
This transaction is expected to be accounted for as an asset acquisition and reduce Gilead’s GAAP and non-GAAP 2026 diluted EPS by approximately $5.57 - $5.67. Excluding the impact of acquired in-process research and development expenses, Gilead expects the transaction to be modestly dilutive to earnings per share in 2026 and 2027, and accretive in 2028 and thereafter, subject to FDA approval of anito-cel.