Gilead to Acquire Arcellx (ACLX) for $115/Share Plus CVR in Cell Therapy Deal

What Changed

• Expiration extended: The offer now expires at 5:00 p.m. Eastern on April 27, 2026, pushed back from April 24. This is a mechanical extension tied to Australian regulatory math, not a sign of trouble (more on that below).
• All regulatory approvals obtained: The Australian Competition and Consumer Commission (ACCC) issued its clearance on April 13, subject to a 14-day standstill that expires at 10:00 a.m. Eastern on April 27. The Austrian competition authorities' review period expired the same day, and the UK's FCA confirmed expiration of its waiting period on April 14. The new April 27 tender deadline (5:00 p.m. ET) lines up with the ACCC standstill expiration (10:01 a.m. ET) almost to the hour.
• Tender results disclosed: As of 4:00 p.m. Eastern on April 16, approximately 10,271,823 shares had been validly tendered — about 17.5% of outstanding.
• CVR payment date fixed: The amendment confirms the $5.00 CVR, if earned, will be paid on March 31, 2030. That's a new, specific date worth plugging into any IRR model.

Impact Assessment

Regulatory clearance was the last non-shareholder risk on this deal. With ACCC, Austria, and the FCA all cleared — HSR expired earlier — the transaction is now effectively 100% conditional on hitting the minimum tender threshold. That threshold requires tendered shares plus Gilead's existing ~11.5% stake to exceed 50% of shares outstanding, which means non-Gilead holders need to tender at least ~38.5% of shares.

At 17.5% tendered with ~1 week to go, the deal is roughly 45% of the way to the minimum. That is not alarming — the overwhelming majority of tenders arrive in the final three or four business days, and at a 0.6% cash spread with no competing bid, there is no economic reason a rational holder wouldn't tender. But it is the only live risk left, and it's worth watching the daily tender counts Gilead will now be obligated to publish if it extends again.

The CVR payment date is the other useful nugget. Cumulative anito-cel sales must exceed $6.0B by December 31, 2029, but payment doesn't arrive until March 31, 2030. For anyone modeling CVR value on an IRR basis, the payment sits roughly 3.9 years after tender closing — that duration materially discounts the $5.00 headline number.

Updated Key Facts

What Changed

• Tender offer expired successfully. A total of 38,795,604 shares were validly tendered and not withdrawn. Combined with Gilead's pre-existing ~11.5% stake, that represents approximately 77.2% of Arcellx shares outstanding at expiration — well past the 50% minimum tender threshold.
• All conditions satisfied or waived. With regulatory approvals already in hand (HSR, ACCC, Austria, FCA), the minimum tender condition was the last live risk. Purchaser has irrevocably accepted all tendered shares for payment.
• Cash hits within three business days. The depositary, Computershare Trust Company, will pay $115.00 per share for tendered shares promptly — and in any event within three business days of the April 27 expiration.
• Section 251(h) merger closes today. Because more than 50% of shares were tendered, Gilead can complete the back-end merger without a stockholder vote. Untendered non-Gilead shares convert by operation of law into the right to receive $115.00 in cash plus one CVR.
• ACLX delists from Nasdaq. Following the merger, the shares will cease to trade on the Nasdaq Global Select Market, and Gilead will move to deregister under the Exchange Act.

Impact Assessment

For anyone who tendered, this is the finish line. Cash settlement should arrive in your brokerage account within a few business days — likely by the end of this week or early next, subject to your broker's processing time. The only piece of the consideration that remains in play is the CVR.

The CVR mechanics are now locked in by the SC TO-T/A: $5.00 per share in cash, payable on March 31, 2030, if cumulative worldwide anito-cel sales exceed $6.0 billion on or before December 31, 2029. That's a roughly 3.9-year wait from the tender close, with no early-payment trigger. On an IRR basis, the headline $5.00 (≈4.3% of the $115 cash consideration) compounds out to less than 1.1% per year of additional return even in the success case — so the CVR is best thought of as a small lottery ticket, not a core return driver. A realistic NPV at typical biotech discount rates is closer to $1.50–$2.50 per share.

For non-tendering ACLX holders, appraisal rights under DGCL Section 262 are technically available, but the practical economics are unattractive. Appraisal litigation is slow, expensive, and rarely produces a value above the merger consideration in a clean strategic deal with no controversy around the price — and Gilead's $115 cash plus CVR was supported by a fairness opinion and unanimous board recommendation. For nearly all retail holders who didn't tender, the merger consideration is what you'll get.

One footnote on the share math: 38.80 million shares tendered representing roughly 65.7% of outstanding (77.2% combined minus Gilead's ~11.5% pre-existing stake) implies roughly 59 million shares outstanding at expiration — broadly consistent with the public share count, though some difference can be explained by RSU and option settlement at the effective time.

Updated Key Facts

Gilead's closing press release and the SC TO-T/A Amendment No. 3 on EDGAR are the primary sources. With the cash leg done, the only open question is whether anito-cel reaches the FDA finish line and ramps fast enough to clear the $6.0 billion CVR milestone.