SCHEDULE: Gilead Completes Arcellx Acquisition

Gilead Sciences has finalized its acquisition of Arcellx, Inc. following a successful tender offer and subsequent merger, making Arcellx a wholly owned subsidiary.

Summary

• Gilead Sciences, Inc. has completed its acquisition of Arcellx, Inc. through a merger that followed a tender offer.
• The tender offer expired on April 27, 2026, with 38,795,604 Shares validly tendered and not withdrawn.
• This represented approximately 77.2% of Arcellx's outstanding shares, which, combined with shares already owned by Gilead, gave Gilead full control.
• The merger was completed on April 28, 2026, making Arcellx a wholly owned subsidiary of Gilead.
• Arcellx shares ceased trading on the Nasdaq Global Select Market on April 28, 2026, and will be delisted and deregistered.
• Shareholders who tendered their shares received the 'Offer Price,' which included a cash amount ('Closing Amount') and one Contingent Value Right (CVR) per share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for Gilead, marking the successful integration of a target company, though the delisting of Arcellx shares is a negative for its former public shareholders.

Positives

• Gilead successfully completed the acquisition of Arcellx as planned.
• A significant majority of Arcellx shares (77.2%) were tendered, indicating strong shareholder acceptance of the offer.
• The acquisition was completed efficiently via a Section 251(h) merger, avoiding the need for a shareholder meeting.
• Arcellx shareholders will receive a combination of cash and a CVR, providing immediate value and potential future upside.

Negatives

• Arcellx's common stock will be delisted from the Nasdaq, removing public trading liquidity for remaining shareholders.
• Certain Arcellx shares (owned by Arcellx, Gilead, or its subsidiaries, or those with valid appraisal rights) were not part of the tender offer or merger consideration in the same manner.

Risks

• Shareholders who did not tender their shares and are entitled to appraisal rights may face a complex process to determine the fair value of their shares.
• The value of the CVR is contingent on future events and may not be realized by shareholders.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the completion of the merger and the terms of the offer price, which includes a cash component and a CVR.

Management Comments

• "As previously disclosed, Gilead, Purchaser and Arcellx entered into the Merger Agreement pursuant to which Purchaser commenced the Offer on March 6, 2026."
• "Following consummation of the Offer, on April 28, 2026, Gilead completed its acquisition of Arcellx through the merger of Purchaser with and into Arcellx... with Arcellx surviving such Merger as a wholly owned subsidiary of Gilead."
• "Consequently, Gilead became the beneficial owner of such 100 New Shares, which represent all of Arcellx's issued and outstanding shares of capital stock."

Industry Context

StockSavvy.ai notes that this acquisition aligns with the trend of larger pharmaceutical companies acquiring innovative biotechnology firms to bolster their pipelines, particularly in areas like cell therapy where Arcellx operates.

Stakeholder Impact

• Shareholders of Arcellx: Those who tendered shares received cash and a CVR. Those who did not tender and have appraisal rights will pursue fair value determination. Public trading of Arcellx shares has ceased.
• Gilead Sciences: Gains full ownership of Arcellx, integrating its technology and pipeline into Gilead's operations.
• Employees of Arcellx: May experience changes in employment terms and conditions under Gilead's ownership.
• Creditors of Arcellx: Their claims are now against Arcellx as a subsidiary of Gilead.

Next Steps

• Arcellx will operate as a wholly owned subsidiary of Gilead.
• Arcellx shares will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.

Key Dates

Keywords

Arcellx, Gilead Sciences, Acquisition, Merger, Tender Offer, Schedule 13D, SEC Filing, Biotechnology, Pharmaceuticals, Contingent Value Right