On February 23, Gilead Sciences, Inc. announced that it has entered into a definitive agreement to acquire Arcellx, Inc. Under the terms of the agreement, Arcellx shareholders will receive $115 per share in cash at closing plus one contingent value right of $5 per share, representing an implied equity value of $7.8 billion payable at closing.
Arcellx is a clinical-stage biotechnology company focused on delivering a new class of immunotherapies for patients with cancer and other incurable diseases. Arcellx’s lead pipeline candidate, anitocabtagene autoleucel (anito-cel), is currently in a Phase 2 pivotal trial for patients with relapsed or refractory multiple myeloma. According to its most recent annual filing, Arcellx reported $107.9 million in total revenue for fiscal year 2024, and EBITDA was a loss of $132.4 million.
Gilead Sciences is a research-based biopharmaceutical company that discovers, develops and commercializes medicines in areas of unmet medical need. Gilead has operations in more than 35 countries worldwide, with headquarters in Foster City, California.
The transaction was approved by both the Gilead and Arcellx Boards of Directors and is anticipated to close during the second quarter of 2026. Upon FDA approval of anito-cel, the proposed transaction is expected to be accretive to earnings per share in 2028 and thereafter.
BofA Securities, Inc. and Morgan Stanley are acting as financial advisors to Gilead. Ropes & Gray LLP is serving as legal counsel to Gilead. Centerview Partners LLC is acting as exclusive financial advisor to Arcellx. Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel to Arcellx.
According to data captured in the LevinPro HC database, this transaction represents the 17th Biotechnology transaction of the year, and is the largest deal announced in the sector since January 1, 2026. In 2025, 135 Biotechnology acquisitions were recorded, with Gilead announcing two acquisitions, and its portfolio company Kite Pharma announcing one. Additionally, this marks Gilead’s largest transaction by disclosed spending; its second largest purchase price is the 2024 acquisition of CymaBay Therapeutics, Inc. for $4.3 billion.
