Law Firm Investigates Arcellx Sale to Leonard Green & Partners
The law firm Ademi LLP has launched an investigation into the recently announced transaction between Arcellx and the private equity firm Leonard Green & Partners. The probe is examining whether Arcellx's board breached its fiduciary duties and if public shareholders are receiving a fair price in the deal. Such investigations are common following the announcement of public-to-private transactions.
- The acquiring entity is Gilead Sciences (Nasdaq: GILD), not Leonard Green & Partners; Gilead will pay $115 per share in cash for Arcellx, representing a 68% premium to the stock's 30-day volume-weighted average price as of February 20, 2026. - The deal has an implied equity value of $7.8 billion and includes a non-transferable contingent value right (CVR) of $5 per share. This CVR is payable to shareholders if cumulative global net sales of Arcellx's key drug, anito-cel, reach at least $6 billion by the end of 2029. - Gilead already owned approximately 11.5% of Arcellx's outstanding common stock prior to the full acquisition announcement. The two companies had a pre-existing strategic collaboration to co-develop and co-commercialize anito-cel, which began in December 2022. - The acquisition's central asset is anitocabtagene autoleucel (anito-cel), a late-stage CAR T-cell therapy for relapsed or refractory multiple myeloma. The FDA has accepted a Biologics License Application for the therapy, with a target action date of December 23, 2026. - By acquiring Arcellx outright, Gilead eliminates a previous arrangement that involved profit-sharing, milestone payments, and royalty obligations, gaining full control over anito-cel's development and commercialization. - The investigation by Ademi LLP is focused on whether Arcellx's board of directors fulfilled their fiduciary duties in the sale process. The firm is also examining if a significant penalty for accepting a competing bid unfairly limited the possibility of other offers. - Arcellx's stock surged nearly 78% on the day of the announcement, trading at approximately $114.09 per share, up from a previous close of $64.11. - Financial advisors on the transaction included Centerview Partners LLC for Arcellx, while BofA Securities, Inc. and Morgan Stanley & Co. LLC advised Gilead. Legal counsel was provided by Wilson Sonsini Goodrich & Rosati for Arcellx and Ropes & Gray LLP for Gilead.
