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Foster City Today
By the People, for the People
Gilead Extends Tender Offer to Acquire Arcellx
Gilead Sciences extends the deadline to purchase all outstanding shares of Arcellx common stock.
Apr. 2, 2026 at 7:22am
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Gilead Sciences, Inc. has extended the expiration of its tender offer to purchase all outstanding shares of common stock of Arcellx. The offer remains at a purchase price of $115.00 per share, plus one contingent value right (CVR) that could pay an additional $5.00 per CVR based on future sales. The tender offer has been extended to April 24, 2026, and the transaction is anticipated to close during the second quarter of 2026, subject to regulatory approvals and other customary conditions.
Why it matters
The acquisition of Arcellx would strengthen Gilead's position in the biopharmaceutical industry, particularly in the areas of cell therapy and oncology. Arcellx's lead product candidate, anito-cel, is a novel cell therapy that has shown promise in treating certain types of blood cancers. The deal would expand Gilead's pipeline and expertise in this growing field.
The details
As of March 31, 2026, approximately 4,389,763 shares of Arcellx common stock, representing around 7.5% of the outstanding shares, have been validly tendered and not withdrawn in the tender offer. Gilead's wholly owned subsidiary, Ravens Sub, Inc., is conducting the tender offer, and Computershare Trust Company, N.A. is serving as the depositary and paying agent. Gilead has filed a Tender Offer Statement on Schedule TO with the SEC, and Arcellx has filed a Solicitation/Recommendation Statement on Schedule 14D-9.
- The tender offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on April 2, 2026, has been extended to expire at 5:00 p.m., Eastern Time, on April 24, 2026.
- The transaction is anticipated to close during the second quarter of 2026.
The players
Gilead Sciences, Inc.
A biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people.
Arcellx
A clinical-stage biopharmaceutical company focused on developing novel cell therapies for the treatment of cancer and other diseases.
Ravens Sub, Inc.
A wholly owned subsidiary of Gilead Sciences, Inc. that is conducting the tender offer to acquire Arcellx.
Computershare Trust Company, N.A.
The depositary and paying agent for the tender offer.
Innisfree M&A Incorporated
The information agent for the tender offer.
What’s next
The judge in the case will decide on Tuesday whether or not to allow Walker Reed Quinn out on bail.
The takeaway
The acquisition of Arcellx by Gilead would expand Gilead's pipeline and expertise in the growing field of cell therapy, particularly for the treatment of certain types of blood cancers. The deal is subject to regulatory approvals and other customary closing conditions.
