SCHEDULE: Gilead to Acquire Arcellx for $8.1 Billion

Gilead Sciences, Inc. announces a definitive agreement to acquire Arcellx, Inc. for approximately $8.1 billion, including a contingent value right, following a tender offer.

Summary

• Gilead Sciences, Inc. (Gilead) has entered into a definitive agreement to acquire Arcellx, Inc. (Arcellx) through a tender offer and subsequent merger.
• The acquisition price is $115.00 per share in cash, plus one contractual contingent value right (CVR) worth $5.00 per CVR upon achievement of a specified milestone, totaling a potential value of $120.00 per share.
• The total consideration for the acquisition is approximately $7.8 billion for outstanding shares, with an additional $0.3 billion for the maximum aggregate CVR payment, bringing the total potential transaction value to $8.1 billion.
• Gilead currently beneficially owns 6,720,803 shares of Arcellx Common Stock, representing 11.5% of the outstanding shares as of February 19, 2026.
• This acquisition follows previous strategic investments by Gilead in Arcellx, including an initial purchase of 3,478,261 shares for $100.0 million in January 2023 and an additional purchase of 3,242,542 shares for $200.0 million in December 2023.
• The transaction is expected to be funded from Gilead's available cash resources.
• Key Arcellx stockholders, including entities affiliated with SR One Capital, New Enterprise Associates, and Arcellx directors/officers, collectively owning approximately 10.3% of outstanding shares, have entered into Tender and Support Agreements, committing to tender their shares.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development for Arcellx shareholders, offering a substantial premium and a clear path to liquidity. For Gilead, it represents a strategic strengthening of its cell therapy pipeline.

Positives

• Arcellx shareholders will receive a significant premium for their shares, with a potential total value of $120.00 per share ($115.00 cash + $5.00 CVR).
• The acquisition provides a clear exit strategy and liquidity for Arcellx investors.
• Gilead strengthens its position in the CAR-T cell therapy market, particularly in multiple myeloma, by fully integrating Arcellx's CART-ddBCMA and ARC-SparX platform.
• The transaction is fully funded by Gilead's cash on hand, indicating financial strength and commitment.

Negatives

• Arcellx will cease to be an independent publicly traded company, leading to delisting from Nasdaq and deregistration from the SEC.
• The $5.00 CVR payment is contingent on a specified milestone, introducing an element of uncertainty for the full $120.00 per share value.
• The initial merger proposal was $98.00 per share, indicating a negotiation process that might have started lower for Arcellx.

Risks

• The tender offer is subject to customary conditions, including a minimum tender of more than 50% of outstanding shares, which, if not met, could prevent the consummation of the offer.
• Regulatory approvals, specifically the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other foreign antitrust laws, are required.
• The absence of any law or order prohibiting the consummation of the Offer or Merger in jurisdictions with material business operations is a condition.
• The contingent value right (CVR) payment of $5.00 per share is dependent on the achievement of a specified milestone, which may not be met.

Future Outlook

Gilead intends to commence a tender offer to acquire all issued and outstanding shares of Arcellx Common Stock not already owned by Gilead. Following the successful completion of the tender offer, a merger will occur, making Arcellx a wholly-owned subsidiary of Gilead. Arcellx's shares will then be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934.

Management Comments

• The Proposal was approved by Gilead's board of directors earlier on the same day [February 13, 2026].
• The purpose of the Offer is for Gilead, through Purchaser, to acquire control of Arcellx.
• The Offer would be the first step in Gilead's acquisition of Arcellx.
• The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer.

Industry Context

StockSavvy.ai notes that this acquisition reflects a continuing trend of consolidation within the biotechnology and pharmaceutical sectors, particularly in the high-growth and strategically important area of cell therapies for oncology. Gilead, a major player in biopharmaceuticals, is strengthening its pipeline and market position in CAR-T cell therapies, a field with significant unmet medical needs and high commercial potential, by fully integrating Arcellx's innovative platforms and assets. This move aligns with broader industry efforts to acquire specialized technologies and accelerate drug development in complex therapeutic areas like multiple myeloma.

Comparison to Industry Standards

• StockSavvy.ai observes that the acquisition price of $115.00 cash plus a $5.00 CVR per share for Arcellx represents a substantial premium over its pre-announcement trading levels, which is typical for strategic acquisitions in the biotech space, especially for companies with promising clinical-stage assets.
• For instance, similar acquisitions in the CAR-T space, such as Bristol Myers Squibb's acquisition of Celgene (which brought in Juno Therapeutics' CAR-T assets) or Gilead's earlier acquisition of Kite Pharma, often involve significant premiums to secure innovative platforms and pipelines.
• The CVR component is also a common mechanism in biotech M&A to bridge valuation gaps and share future development risks/rewards, seen in deals like Sanofi's acquisition of Kadmon or Merck's acquisition of Acceleron Pharma.

Stakeholder Impact

• Shareholders (Arcellx): Will receive a significant premium for their shares, providing liquidity and a defined exit.
• Shareholders (Gilead): The acquisition is expected to strengthen Gilead's pipeline and market position in CAR-T therapies, potentially leading to long-term value creation.
• Employees (Arcellx): Will become part of a larger pharmaceutical company, Gilead, which could offer new opportunities or integration challenges.
• Customers/Patients: Potential for accelerated development and broader access to innovative CAR-T cell therapies for multiple myeloma.

Next Steps

• Purchaser (Ravens Sub, Inc.) will commence a tender offer to acquire all issued and outstanding shares of Arcellx Common Stock.
• The tender offer will remain open for a minimum of 20 business days, subject to possible extension.
• Following the consummation of the tender offer, Purchaser will merge with and into Arcellx.
• Arcellx will become a wholly-owned subsidiary of Gilead.
• Arcellx shares will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934.
• Gilead will file a Tender Offer Statement on Schedule TO with the SEC.
• Arcellx will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.

Key Dates

Recommendation

For Arcellx shareholders, the tender offer at $115.00 cash plus a potential $5.00 CVR represents a compelling valuation and a strong incentive to tender shares. The commitment from major stockholders to tender their shares further de-risks the transaction. For investors looking at Arcellx, the recommendation is to "strong buy" to capture the acquisition premium by tendering shares. For Gilead, this is a strategic acquisition that strengthens its its position in a key therapeutic area.

Keywords

Arcellx, Gilead Sciences, Acquisition, Tender Offer, Merger, CAR-T Therapy, Multiple Myeloma, Biotechnology, Pharmaceuticals, CART-ddBCMA, ARC-SparX, Contingent Value Right, Schedule 13D