At a Glance:
- The deal carries a $7.8B implied equity value with $115 per share in cash plus a $5 per share CVR tied to anito-cel sales.
- Anito-cel targets relapsed/refractory multiple myeloma as a BCMA CAR T therapy with a PDUFA date of December 23, 2026.
- Gilead plans a tender offer soon with an expected close in Q2 2026, pending approvals and majority tender.
- The acquisition builds on the Kite-Arcellx collaboration and strengthens Gilead’s oncology cell therapy pipeline.
Written By: Pharmacally Medical News Desk
Gilead Sciences, Inc. has struck a definitive agreement to acquire Arcellx, Inc., a clinical-stage biotech pioneering innovative immunotherapies for cancer and incurable diseases. The deal values Arcellx at an implied $7.8 billion equity value, with Gilead paying $115 per share in cash at closing plus a $5 per share contingent value right (CVR).
This acquisition accelerates Gilead’s cell therapy ambitions, particularly through Arcellx’s lead candidate, anitocabtagene autoleucel (anito-cel), a BCMA-directed CAR T-cell therapy for relapsed or refractory multiple myeloma (RRMM).
The transaction builds on an existing collaboration between Gilead’s Kite Pharma and Arcellx, which are co-developing and co-commercializing anito-cel.
Multiple myeloma remains a challenging blood cancer, where patients often relapse after initial treatments, facing diminishing responses, higher toxicity, and limited options especially in heavily pretreated cases.
Anito-cel’s Promising Clinical Profile and Regulatory Path
Anito-cel has shown deep, durable responses with a predictable safety profile in clinical trials, tackling key limitations of existing CAR T therapies in multiple myeloma. These results come from the Phase 1 study (NCT04155749) and the pivotal Phase 2 iMMagine-1 trial (NCT05396885).
The U.S. FDA has accepted the Biologics License Application (BLA) for anito-cel as a fourth-line therapy for RRMM patients, setting a Prescription Drug User Fee Act (PDUFA) target action date of December 23, 2026.
Gilead’s CEO, Daniel O’Day, highlighted its potential as a “foundational treatment” for earlier lines and its D-domain BCMA binder’s role in in vivo cell therapy for oncology and inflammation.
Arcellx’s broader D-Domain CAR technology platform offers proprietary binders with superior specificity and affinity, enabling next-generation CAR T and bispecific therapies.
Deal Terms and Strategic Rationale
Gilead, which already owns 11.5% of Arcellx, will launch a tender offer for remaining shares at $115 cash per share (a 68% premium to the 30-day VWAP as of February 20, 2026) plus a CVR tied to anito-cel achieving $6 billion in cumulative global net sales from launch through 2029. Post-tender, a second-step merger will acquire all shares on the same terms.
The deal, approved by both boards, expects closure in Q2 2026, pending shareholder tender (majority threshold), regulatory approvals, and customary conditions. Upon FDA approval, it should boost Gilead’s earnings per share starting 2028.
Arcellx CEO Rami Elghandour praised the partnership, noting Kite’s expertise in maximizing patient access and Gilead’s cell therapy leadership.
Reference
Gilead Sciences to Acquire Arcellx to Maximize Long-term Potential of Anito-cel, 23 February 2026, https://ir.arcellx.com/news/news-details/2026/Gilead-Sciences-to-Acquire-Arcellx-to-Maximize-Long-term-Potential-of-Anito-cel/default.aspx