Arcellx Inc (NASDAQ:ACLX) shares surged dramatically in premarket trading after Gilead Sciences (NASDAQ:GILD) announced an agreement to acquire the biotechnology company for $115 per share in cash plus a contingent value right (CVR) valued at $5 per share. Together the payments imply an equity value of approximately $7.8 billion.
The transaction formalizes a deeper integration of the two firms' existing collaboration on anitocabtagene autoleucel - or anito-cel - a BCMA-directed CAR T-cell therapy under development for patients with multiple myeloma. Under the terms announced, Gilead will obtain full ownership of anito-cel, removing the previous arrangements for profit-sharing, milestone payments, and royalty obligations.
The companies noted that the U.S. Food and Drug Administration has accepted the Biologics License Application for anito-cel as a fourth-line treatment for relapsed or refractory multiple myeloma. The Prescription Drug User Fee Act action date is set for December 23, 2026. The regulatory filing rests on clinical data from an initial Phase 1 study and the pivotal Phase 2 iMMagine1 trial.
Gilead said the $115 per share cash component represents a 68% premium to Arcellx's 30-day volume-weighted average share price as of February 20, 2026. The additional $5 CVR will be payable if cumulative global net sales of anito-cel reach at least $6.0 billion from launch through year-end 2029.
Both companies' boards have approved the merger, which is expected to close in the second quarter of 2026, subject to customary closing conditions including regulatory approvals. Gilead currently holds about 11.5% of Arcellx's outstanding common stock.
Gilead indicated that, contingent on FDA approval of anito-cel, the acquisition is expected to be accretive to its earnings per share beginning in 2028 and thereafter.
Context and implications
The agreement transfers complete commercial and development responsibility for anito-cel to Gilead and removes prior external economics tied to the program. For Arcellx shareholders, the combination of the upfront cash and the CVR creates a clear path to liquidity tied directly to both the regulatory timeline and commercial performance thresholds specified in the deal.
From a timeline perspective, the accepted BLA and the PDUFA action date provide a defined regulatory milestone that is explicitly tied to the transaction's projected financial accretion for Gilead in 2028, if approval is granted.
Market reaction
In response to the announcement, Arcellx shares jumped 78.3% in premarket trading. The disclosure does not specify any immediate market reaction for Gilead's shares.