Gilead to Buy Arcellx for $7.8B with $5 CVR on Anito-Cel Sales

GILDGILD

Gilead Sciences will pay $7.8 billion in cash at $115 per share, a 68% premium to Arcellx’s 30-day VWAP. The deal includes a $5 contingent value right if anito-cel hits $6 billion in sales by 2029 and closes in Q2 2026.

1. Acquisition Terms

Gilead Sciences agreed to acquire Arcellx for approximately $7.8 billion in cash at $115 per share, representing a 68% premium to the biotech’s 30-day volume-weighted average price. The transaction is expected to receive regulatory approvals and close in the second quarter of 2026.

2. Contingent Value Right Mechanics

Under the agreement, Arcellx shareholders will receive an additional $5 per share if anito-cel, the lead BCMA-directed CAR-T therapy, achieves $6 billion in cumulative global net sales by the end of 2029. This CVR structure aligns Gilead’s payment with the therapy’s commercial success.

3. Strategic Pipeline Impact

The acquisition expands Gilead’s oncology pipeline by incorporating Arcellx’s investigational anito-cel program targeting multiple myeloma. It enhances Gilead’s existing CAR-T collaboration and positions the company to compete more aggressively in the fast-growing cell therapy market.

Sources

IIF