Gilead Sciences has agreed to acquire Arcellx in a deal valuing the clinical-stage biotech at $7.8 billion, converting an existing commercial partnership into outright ownership of a CAR T-cell therapy with a regulatory decision expected before Christmas.
The offer of $115 per share in cash represents a 68% premium to Arcellx's 30-day volume-weighted average share price as of 20 February. Shareholders will also receive a contingent value right of $5 per share if the lead drug, anito-cel, hits cumulative global net sales of at least $6 billion from launch through 2029. Gilead already owns roughly 11.5% of Arcellx and expects the transaction to close in the second quarter.
The drug at the centre of the deal
Anito-cel is a BCMA-directed CAR T-cell therapy developed for multiple myeloma patients who have relapsed or stopped responding to earlier treatments. The FDA has accepted a regulatory submission with a PDUFA action date of 23 December 2026. Gilead says the acquisition is expected to be earnings per share accretive from 2028, assuming approval is granted.
The target patient population sits in later lines of therapy, where treatment options are limited and existing CAR T products have faced criticism over toxicity and durability. Clinical data for anito-cel has shown deep and sustained responses alongside a manageable safety profile, which Gilead is using to argue the drug could eventually become a standard of care and move into earlier treatment lines, where the commercial opportunity expands considerably.
Why Gilead moved now
The acquisition eliminates the complexity and cost-sharing of a partnership structure at the precise moment anito-cel is approaching its most commercially significant milestone. Owning the asset outright means Gilead captures the full economic upside if the drug is approved and gains traction in a market where physicians have been looking for alternatives to first-generation CAR T options.
Beyond the near-term launch, Gilead pointed to Arcellx's D-domain CAR technology platform as a separate strategic rationale. The company sees potential applications in next-generation CAR T programmes and in vivo cell therapy across oncology and inflammation, making the deal partly a platform bet as well as a product acquisition.
Investors absorb the price
Gilead shares were down around 1.5% in pre-market trading, a reaction modest enough to suggest the market broadly accepts the strategic logic even if the premium is steep. The contingent value right structure softens some of the risk for Gilead by tying part of the payout to commercial performance, though the base price still commits the company to a substantial outlay for a drug that has not yet received regulatory clearance.
If anito-cel is approved on schedule and builds toward the $6 billion sales threshold, the deal will look straightforward. If approval is delayed or commercial uptake disappoints, Gilead will have paid a significant premium to accelerate into a market it had already accessed through the partnership.