Gilead Sciences has officially closed its acquisition of Arcellx, securing full ownership of a key experimental cancer therapy in a deal valued at approximately $7.8 billion.

 

Under the terms, Arcellx shareholders received $115 per share in cash plus a non-transferable contingent value right (CVR) worth up to $5 per share, tied to future sales performance of the lead asset. 

 

Gilead said it completed its tender offer and now holds about 77.2% of Arcellx shares before finalizing the merger, after which Arcellx was absorbed as a wholly owned subsidiary and its Nasdaq listing was terminated.

 

The acquisition gives Gilead full control of anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for multiple myeloma developed through its Kite oncology unit and Arcellx collaboration. 

 

By eliminating future profit-sharing and royalty obligations, Gilead aims to speed development and streamline decision-making as it pushes toward potential commercialization.

 

“With the Arcellx acquisition, our focus turns to executing with speed and discipline as we prepare to bring anito-cel to patients,” said Cindy Perettie, Executive Vice President and Global Head of Kite. 

 

“I want to thank the Arcellx team for their scientific leadership, close collaboration to date and deep expertise they bring as we advance anito-cel. With this acquisition, anito-cel and the differentiated D-Domain BCMA binder will advance within Kite, combining this science with our global manufacturing, regulatory and commercial capabilities to unlock the full value of this potentially transformative therapy for people living with multiple myeloma."

 

The CVR payout is contingent on achieving at least $6 billion in cumulative global net sales of anito-cel through 2029.

 

Gilead said the deal is expected to be accounted for as an asset acquisition and will be modestly dilutive to earnings in the near term before turning accretive later in the decade, assuming regulatory approval of the therapy.