Wednesday, April 8, 2026

Gilead Extends Tender Offer for Arcellx

Gilead Sciences has extended the expiration date of its tender offer to acquire Arcellx. The company is seeking to purchase all outstanding shares of Arcellx common stock.

Price remains cash plus a contingent value right

The financial terms of the offer remain unchanged: $115.00 per share in cash (net to the seller, subject to any applicable withholding). In addition, shareholders would receive one contractual contingent value right (CVR) per share. The CVR provides for a potential additional cash payment of $5.00 per CVR on March 31, 2030, contingent on meeting specified cumulative global sales thresholds related to Arcellx’s anitocabtagene autoleucel (anito-cel).

Revised timeline and expected closing

The offer, previously set to expire shortly after midnight Eastern Time on April 2, 2026, is now scheduled to expire at 5:00 p.m. Eastern Time on April 24, 2026. Gilead expects the transaction to close in the second quarter of 2026, subject to customary conditions, including a minimum tender threshold, receipt of regulatory approvals, and other standard offer conditions.

Tendered shares to date

According to the tender offer’s depositary, as of 5:00 p.m. Eastern Time on March 31, 2026, approximately 4,389,763 shares had been validly tendered and not withdrawn, representing about 7.5% of shares outstanding at that time. Shareholders who already tendered do not need to take further action due to the extension.