Gilead / ArcellxMN-40009

Parties

Summary

Gilead Sciences, Inc., through Ravens Sub, Inc., acquired all outstanding shares of clinical-stage biotechnology company Arcellx, Inc. via a public cash tender offer. This share acquisition sees Gilead take full ownership of Arcellx, focused on developing cancer immunotherapies, including CAR-T cell therapy for multiple myeloma.

Acquisition details

Gilead Sciences, Inc. (Gilead), through its wholly owned subsidiary Ravens Sub, Inc. (Ravens Sub) proposes to acquire all the outstanding shares of Arcellx, Inc. (Arcellx) via a public cash tender offer. Following consummation of the offer, Ravens Sub will be merged with Arcellx, and Arcellx will continue as the surviving corporation and a wholly owned subsidiary of Gilead. Gilead is a biopharmaceutical company incorporated in the United States with headquarters in Foster City, California. Globally, Gilead’s activities focus on advancing medicines to prevent and treat life-threatening diseases, including HIV, liver disease, coronavirus disease 2019 (COVID-19), inflammation and cancer. Its primary subsidiary in Australia is Gilead Sciences Pty. Ltd., through which Gilead supplies Australian customers with a range of medicines, including, but not limited to cell therapies for oncology indications. Arcellx is a clinical-stage biotechnology company incorporated in the United States, with headquarters in Redwood City, California. It is focused on developing immunotherapies for patients with cancer and other incurable diseases. Arcellx’s most advanced development program is a D-Domain-based chimeric antigen receptor T‑cell (CAR-T) therapy that targets the B-cell maturation antigen (or BCMA) for treatment of multiple myeloma. This technology is now called anitocabtagene autoleucel or anito-cel. Gilead’s wholly owned subsidiary, Kite, and Arcellx co-develop and co-commercialise anito-cell and potential future next-generation autologous and non-autologous CAR-T cell therapy products for the treatment of multiple myeloma. Outside the United States, Gilead has the exclusive right to apply for regulatory approval, manufacture and commercialise any anito-cel products developed as cancer treatments, including for indications resulting from other clinical trials. Five of the locations for a Phase 3 clinical trial are in Australia (Royal Prince Alfred Hospital and Royal North Shore Hospital in New South Wales, Royal Adelaide Hospital in South Australia, Epworth HealthCare in Victoria, and Sir Charles Gairdner Hospital in Western Australia). Gilead’s blood cancer treatment products marketed in Australia are Yescarta (Anti-CD19 CAR-T), Tecartus (Anti-CD19 CAR-T), and Zydelig (P13K inhibitor). Gilead does not have any manufacturing or R&D facilities in Australia. It runs clinical trials in Australia and employs an operations team to support those trials. Arcellx’s operations are limited to the United States, it has not generated revenues from the sale of products in Australia (or anywhere else) to date, and its only indirect nexus to Australia is limited to the clinical trials exclusively run by Gilead. Its clinical and pre-clinical programs are narrowly focused on specific types of cell therapies, mainly for the treatment of cancer, and primarily, blood cancers.