Ropes & Gray and Wilson Sonsini Goodrich & Rosati have been called in for Gilead’s $7.8bn acquisition of cancer drug developer Arcellx.
Ropes is acting for Gilead on the deal, which comes as pharmaceutical companies rush to buy smaller rivals with proven drug pipelines, with the team led by M&A partner Emily Oldshue and counsel Nick Roper.
Wilson Sonsini is acting for Arcellx, with the core team consisting of Rob Ishii, head of the firm’s M&A group, alongside San Diego-based corporate and securities partner Dan Koeppen and Seattle-based M&A partner Ross Tanaka. Koeppen also led the Wilson Sonsini team that counselled Arcellx on its $112m IPO in 2022.
Reuters reported Gilead has been looking for growth beyond its core areas of HIV drugs and liver disease treatments, as it also faces slowing sales of its Covid-19 drug Veklury and prepares for future patent losses.
The California-based company has also built up a sizeable oncology portfolio through acquisitions, including its $21bn purchase of Immunomedics in 2020, when it was counselled by Davis Polk & Wardwell.
Gilead’s deal to acquire Arcellx is its largest since then and follows the two companies forming a partnership in 2022 to commercialise Arcellx’s lead pipeline drug, anito-cel – an experimental therapy for multiple myeloma, a type of blood cancer.
The US Food and Drug Administration is expected to make a decision on the drug’s approval as a therapy in December, with Gilead to pay an extra $5 per share if sales targets for anito-cel are met, on top of $115 per share in cash.
The Ropes team working on the deal also included executive compensation and employee benefits partner Renata Ferrari, IP transactions partner Megan Baca, tax partners Benjamin Rogers and David Saltzman, healthcare partner Christine Moundas, life sciences regulatory and compliance partner Josh Oyster and real estate partner David Kaye.
The deal is expected to close in the second quarter of 2026. BofA Securities and Morgan Stanley & Co are acting as financial advisors to Gilead on the deal. Centerview Partners is acting as exclusive financial advisor to Arcellx.
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