Gilead receives all required regulatory approvals for Arcellx acquisition

Gilead Sciences (GILD) announced that all required regulatory approvals have been obtained for its previously announced acquisition of Arcellx (ACLX) and that Gilead has extended the expiration of the tender offer to purchase all outstanding shares of common stock of Arcellx. On April 13, the Australian Competition and Consumer Commission published its decision that the acquisition of Arcellx may be put into effect, subject to expiration of a 14-calendar day waiting period. Assuming that the ACCC’s determination remains unchallenged during this waiting period, the waiting period expires at 10:00 a.m., Eastern Time, on April 27. Additionally, the relevant review period for the Austrian competition authorities has expired. Accordingly, all required regulatory approvals for the transaction have been obtained, and the “Regulatory Approvals Condition” will be satisfied upon expiration of the 14-calendar day review period pursuant to Australian competition law. The tender offer, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on April 24, has been extended to expire at 5:00 p.m., Eastern Time, on April 27, and remains subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares and other customary offer conditions. The offer remains at a purchase price of $115.00 per share, net to the seller in cash, without interest, subject to any withholding tax, plus one contractual contingent value right, which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative worldwide sales of Arcellx’s anitocabtagene autoleucel product exceeding $6B on or prior to December 31, 2029. Computershare Trust Company has advised Gilead that, as of 4:00 p.m., Eastern Time, on April 16, approximately 10,271,823 shares have been validly tendered and not validly withdrawn in the tender offer, representing approximately 17.5% of the outstanding shares as of such date and time.