Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Healthcare · Biological Products, (No Diagnostic Substances)

Gilead Sciences, Inc. to acquire Arcellx, Inc.

Announced Feb 23, 2026 · Closed Apr 28, 2026

Deal value$7.80BEV $7.72B
Premium—To unaffected price
EV / Adj. EBITDA—
ConsiderationAll cash$115.00 per share

Transaction

Acquirer
Gilead Sciences, Inc. (GILD)
Target
Arcellx, Inc.
Buyer type
Strategic
Offer price per share
$115.00
Enterprise value
$7.72B
Status
Closed Apr 28, 2026

Deal protections

Break fee (target pays)
$260M · 3.3%
Reverse fee (buyer pays)
—
Go-shop
No-shop
Financing
No financing condition

Advisors

To the acquirer
BofA Securities, Morgan Stanley
To the target
Centerview
Centerview fee
$100M

Sector context · Healthcare

Comparable deals
95 in the prior 24 months
Premium
Sector median 59.5%
EV / Adj. EBITDA
Sector median 14.1x
Break fee
3.3% vs. 3.4% sector median

Timeline

  1. AnnouncedFeb 23, 2026
  2. Tender offerMar 6, 2026
  3. ClosedApr 28, 2026

Valuation · fairness opinions

Trading comparables$77.15$118.45
Precedent transactions$77.45$132.80
Discounted cash flow$113.15$134.20
Analyst price targets$82.00$134.00
Premiums paid$86.55$109.00
Offer $115.00

Implied value per Arcellx, Inc. share by analysis, from Centerview · DCF discount rate 12%–14%.

Sources
  • SC TO-C (EX-99.1) · Feb 23, 2026
  • 8-K · Feb 23, 2026
  • 8-K · Feb 23, 2026

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.