Gilead secures final regulatory clearance for $115-per-share Arcellx acquisition

Gilead Sciences (NASDAQ:GILD) announced today that it has cleared all necessary regulatory hurdles for its multi-billion dollar acquisition of Arcellx, marking the final steps toward integrating the biotech’s advanced cell therapy platform.

Following a positive determination from the Australian Competition and Consumer Commission (ACCC) and the expiration of the review period in Austria, Gilead has satisfied the primary "Regulatory Approvals Condition" of its offer.

To align with the final 14-day statutory waiting period in Australia, which is set to expire on the morning of April 27, 2026, Gilead has extended its tender offer to purchase all outstanding shares of Arcellx.

Originally scheduled to expire on April 24, the offer will now remain open until 5:00 p.m., Eastern Time, on April 27, 2026.

The financial terms of the deal remain unchanged.

Gilead is offering $115 per share in cash, plus one contractual contingent value right (CVR).

The CVR entitles shareholders to an additional $5 per share on March 31, 2030, provided that cumulative worldwide sales of Arcellx’s flagship product, anitocabtagene autoleucel (anito-cel), exceed $6 billion by the end of 2029.

Anito-cel is a highly anticipated autologous CAR-T cell therapy currently being evaluated for the treatment of patients with relapsed or refractory multiple myeloma.

As of the afternoon of April 16, 2026, approximately 10.27 million shares had been validly tendered, representing roughly 17.5% of Arcellx’s outstanding stock.

For the transaction to proceed, Gilead requires at least a majority of outstanding shares to be tendered.

This acquisition is a cornerstone of Gilead’s broader strategy to diversify its revenue streams beyond its core HIV franchise and establish a dominant position in oncology and cell therapy.

By bringing Arcellx’s D-Domain technology in-house, Gilead aims to accelerate the development of next-generation CAR-T treatments that could potentially offer better efficacy and safety profiles than existing therapies.

The closing of the deal remains subject to the minimum tender condition and other customary closing requirements.

If the majority of shareholders tender by the new April 27 deadline, Gilead expects to move swiftly to complete the merger, further consolidating the biopharmaceutical sector's ongoing wave of oncology-focused consolidation.