Gilead Sciences said it completed the acquisition of Arcellx on April 28, 2026, with terms providing $115.00 in cash per share plus 1 CVR per share (payable at $5.00 upon satisfaction of conditions).

1. 01

   Gilead Sciences said it completed the acquisition of Arcellx on April 28, 2026, with terms providing $115.00 in cash per share plus 1 CVR per share (payable at $5.00 upon satisfaction of conditions).

2. 02

   The company said 38,795,604 shares were validly tendered in the tender offer, which together with shares already owned by Gilead represented approximately 77.2% of outstanding shares, and that it subsequently completed the merger pursuant to Section 251(h) of the DGCL.

3. 03

   Gilead said the CVR is payable on March 31, 2030 upon achievement of cumulative worldwide net sales of anito-cel exceeding $6.0 billion through December 31, 2029 and other conditions, and that it used approximately $7.1 billion in funds to consummate the acquisition.

4. 04

   The company said it expects to account for the transaction as an asset acquisition and that GAAP and non-GAAP diluted EPS for 2026 will be reduced by approximately $5.57 to $5.67.

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