Gilead Sciences has extended its tender offer to acquire all outstanding shares of Arcellx at USD 115.00 per share in cash, plus one contingent value right (CVR) worth an additional USD 5.00 per share, bringing the maximum per-share consideration to USD 120.00, or around USD 7.8 billion in total. The transaction converts an existing Kite-Arcellx co-development and co-commercialization collaboration, established in December 2022, into full Gilead ownership, consolidating worldwide economics and control over the BCMA-targeted anitocabtagene autoleucel (anito-cel) at a point when the autologous CAR T asset approaches commercial readiness.
The tender offer expiration has been extended to 5:00 p.m. Eastern Time on April 24, 2026, from a prior deadline of April 2, 2026. As of March 31, 2026, approximately 4,389,763 shares had been validly tendered, representing roughly 7.5% of outstanding shares. The transaction is expected to close in Q2 2026, subject to customary conditions including tender of a majority of outstanding shares and receipt of regulatory approvals. The USD 5.00 CVR is payable on March 31, 2030, contingent on cumulative worldwide anito-cel sales exceeding USD 6.0 billion on or prior to December 31, 2029.
D-Domain binder tech and the anito-cel program
Anito-cel is a BCMA (B-cell maturation antigen)-directed autologous CAR T-cell therapy that distinguishes itself from existing approved agents through Arcellx's proprietary D-Domain synthetic binding scaffold. Unlike conventional single-chain variable fragment (scFv) or VHH-based binders used in approved BCMA-directed CAR T constructs, the D-Domain is a compact, non-antibody-derived synthetic domain engineered to confer high target specificity, elevated cell surface expression, and reduced tonic signalling. Lower tonic signalling is mechanistically associated with decreased T-cell exhaustion, a recognised limitation of scFv-based CAR constructs in sustained therapeutic contexts.