Gilead Sciences (GILD) has entered into a definitive agreement to acquire Arcellx (ACLX) for $115 per share in cash at closing and one contingent value right of $5 per share, which represents an implied equity value of $7.8 billion payable at closing. Gilead currently owns approximately 11.5 percent of Arcellx's outstanding common stock.
Kite, a Gilead company, and Arcellx have an existing collaboration to co-develop and co-commercialize Arcellx's lead pipeline candidate, anitocabtagene autoleucel or anito-cel. The CVR entitles the holder to receive an additional $5 per CVR upon the achievement of cumulative global net sales of anito-cel of at least $6.0 billion from launch through year-end 2029.
Gilead Sciences said, upon FDA approval of anito-cel, the proposed transaction is expected to be accretive to earnings per share in 2028 and thereafter.
In pre-market trading on NasdaqGS, Arcellx shares are up 77.69 percent to $113.92.
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