Gilead Receives All Required Regulatory Approvals for the Acquisition of Arcellx and Extends Tender Offer

On April 17, 2026, Gilead Sciences announced it has received all required regulatory approvals for its proposed acquisition of Arcellx, a significant milestone in the proposed $7.8 billion transaction. The approvals clear the way for the acquisition to proceed, subject only to the satisfaction of customary closing conditions, including the tender of a sufficient number of Arcellx shares.

In conjunction with the regulatory clearance, Gilead has extended the expiration of its tender offer to purchase all outstanding shares of Arcellx common stock. The offer, which was previously set to expire on April 2, 2026, now remains open until 5:00 p.m. Eastern Time on April 24, 2026. The tender offer price remains unchanged at $115.00 per share in cash, plus one contingent value right (CVR) representing the right to receive a $5.00 cash payment per CVR if cumulative worldwide sales of Arcellx’s BCMA-directed CAR T-cell therapy, anitocabtagene autoleucel (anito-cel), exceed $6.0 billion on or before December 31, 2029.

The extended tender offer follows Gilead’s initial announcement on February 23, 2026, of its definitive agreement to acquire Arcellx for $115 per share in cash and one CVR of $5 per share, implying an equity value of approximately $7.8 billion. The transaction builds on an existing collaboration between Kite, a Gilead company, and Arcellx to co-develop and co-commercialize anito-cel, an investigational therapy for patients with relapsed or refractory multiple myeloma.

As of March 31, 2026, approximately 4,389,763 Arcellx shares had been validly tendered and not withdrawn, representing about 7.5% of the outstanding shares at that time. Shareholders who have already tendered their shares do not demand to grab any further action in response to the extension.

The acquisition is expected to close during the second quarter of 2026, pending the fulfillment of standard closing conditions, including regulatory clearances and the tender of a majority of Arcellx’s outstanding shares. Upon completion, Gilead will gain full control of anito-cel, eliminating prior profit-sharing, milestone, and royalty obligations under the collaboration agreement.

Anito-cel has demonstrated deep and durable responses in clinical studies, with a predictable and manageable safety profile, positioning it as a potential foundational therapy in Gilead’s cell therapy portfolio for multiple myeloma—a disease where many patients eventually relapse and face limited treatment options.

By securing full ownership of anito-cel through the acquisition of Arcellx, Gilead aims to accelerate the development and commercialization of the therapy although strengthening its position in the competitive cell therapy landscape.