GILD to Acquire ACLX for $7.8B & Gain Full Control of Anito-Cel

Gilead Sciences, Inc. GILD announced that it will acquire a clinical-stage biotechnology company, Arcellx ACLX, for $115 per share in cash plus a $5 contingent value right, implying an equity value of $7.8 billion.

The transaction builds on the companies’ existing partnership through Kite Pharma and strengthens Gilead’s position in cell therapy.

Gilead’s subsidiary Kite already has a collaboration to co-develop and co-commercialize Arcellx’s lead pipeline candidate, anitocabtagene autoleucel (anito-cel).

While GILD was down 1%, shares of ACLX skyrocketed 77.43% as investors cheered the lucrative premium offered.

Shares of GILD have gained 34.9% in the past year compared with the industry’s growth of 17.7%

Rationale Behind GILD’s Acquisition Deal With ACLX

The deal centers on anito-cel, a BCMA-directed CAR-T therapy for relapsed or refractory multiple myeloma that has shown deep and durable responses with a manageable safety profile.

A biologics license application seeking approval of anito-cel as a fourth-line treatment for patients with relapsed or refractory multiple myeloma has been accepted by the FDA, with a PDUFA decision expected in December 2026, offering a near-term commercial catalyst and potential expansion into earlier treatment lines.

The BLA is supported by results from the phase I study (NCT04155749) and the phase II iMMagine1 study (NCT05396885).

Beyond anito-cel, Arcellx’s proprietary D-Domain platform provides long-term strategic value for next-generation CAR-T and in vivo cell therapies.

Financial Terms of the Deal

GILD currently holds about 11.5% of Arcellx’s outstanding shares.  The company will launch a tender offer to acquire all remaining Arcellx shares for $115 per share in cash — a 68% premium to the 30-day volume-weighted average share price as of Feb. 20, 2026, — plus a non-transferable CVR worth up to $5 per share tied to cumulative global anito-cel sales of at least $6 billion through 2029.

Any untendered shares will be acquired through a second-step merger on the same terms.

The acquisition, expected to be closed in the second quarter of 2026, is projected to be earnings accretive from 2028.

Our Take on GILD’s Proposed Acquisition of ACLX

GILD’s $7.8 billion acquisition of Arcellx strengthens its oncology growth strategy and deepens its leadership in cell therapy through Kite Pharma.

The acquisition gives GILD full control of anito-cel, streamlining development and commercialization economics by eliminating profit-sharing, milestone payments and royalties, thereby enhancing long-term margin potential and value capture.

While GILD has a dominant HIV franchise led by flagship HIV therapies — Biktarvy for treatment and Descovy for prevention — it is looking to ramp up its oncology franchise and diversify its revenue base.

Gilead had earlier acquired Kite Pharma to foray into the emerging field of cell therapy.  The Cell Therapy franchise, currently comprising therapies such as Yescarta and Tecartus, was under pressure in 2025.

GILD anticipates competitive pressure in the cell therapies business to continue in 2026, including from new market entrants in several countries outside the United States.

GILD expects the addition of anito-cel to help offset that decline, although competition in this space remains intense.

Another biotech giant, Bristol Myers BMY, has a strong cell-therapy portfolio with therapies like Breyanzi and Abecma.

Breyanzi has surpassed $1 billion in annualized sales, reflecting adoption in large B-cell lymphoma and recent label expansions.

The strong uptake of Breyanzi has boosted BMY’s top line.

GILD currently carries a Zacks Rank #3 (Hold). You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.


 

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This article originally published on Zacks Investment Research (zacks.com).

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