Poseida Therapeutics, Inc. Announces Agreement to be Acquired by Roche Holdings, Inc.
Poseida Therapeutics (PSTX) has announced its acquisition by Roche Holdings in a deal valued at up to $1.5 billion. Shareholders will receive $9.00 per share in cash at closing, plus a non-tradeable contingent value right (CVR) worth up to $4.00 per share upon achieving specific milestones. The acquisition will establish Roche's core capability in allogeneic cell therapy, focusing on CAR-T programs. Poseida will join Roche's Pharmaceuticals Division, bringing its proprietary non-viral technology platform for developing TSCM-rich CAR-T therapies. The transaction is expected to close in Q1 2025, subject to customary conditions.
Poseida Therapeutics (PSTX) ha annunciato la sua acquisizione da parte di Roche Holdings in un accordo valutato fino a 1,5 miliardi di dollari. Gli azionisti riceveranno 9,00 dollari per azione in contanti alla chiusura, oltre a un diritto di valore contingente (CVR) non commerciabile del valore massimo di 4,00 dollari per azione al raggiungimento di specifici traguardi. L'acquisizione stabilirà la competenza fondamentale di Roche nella terapia cellulare allogenica, con un focus sui programmi CAR-T. Poseida si unirà alla Divisione Farmaceutica di Roche, portando la sua piattaforma tecnologica proprietaria non virale per lo sviluppo di terapie CAR-T ricche di TSCM. Si prevede che la transazione si chiuda nel primo trimestre del 2025, soggetta a condizioni consuete.
Poseida Therapeutics (PSTX) ha anunciado su adquisición por parte de Roche Holdings en un acuerdo valorado en hasta 1.5 mil millones de dólares. Los accionistas recibirán 9.00 dólares por acción en efectivo al cierre, además de un derecho de valor contingente (CVR) no negociable por un valor de hasta 4.00 dólares por acción al lograr hitos específicos. La adquisición establecerá la capacidad central de Roche en terapia celular alogénica, enfocándose en programas CAR-T. Poseida se unirá a la División Farmacéutica de Roche, aportando su plataforma tecnológica no viral propietaria para el desarrollo de terapias CAR-T ricas en TSCM. Se espera que la transacción se cierre en el primer trimestre de 2025, sujeta a condiciones habituales.
포세이다 테라퓨틱스 (PSTX)는 로슈 홀딩스에 의해 인수되었다고 발표했습니다. 거래 가치는 최대 15억 달러에 이릅니다. 주주들은 거래 종료 시 주당 9.00달러의 현금을 받고, 특정 이정표를 달성할 경우 주당 최대 4.00달러의 비거래성 조건부 가치 권리(CVR)를 받을 수 있습니다. 이 인수로 로슈의 동종세포 요법 핵심 역량이 마련되며, CAR-T 프로그램에 중점을 두게 됩니다. 포세이다는 로슈의 제약 부문에 합류하여 TSCM이 풍부한 CAR-T 치료제를 개발하기 위한 독자적인 비바이러스 기술 플랫폼을 제공할 것입니다. 거래는 2025년 1분기 내에 마무리될 것으로 예상되며, 일반적인 조건이 충족되어야 합니다.
Poseida Therapeutics (PSTX) a annoncé son acquisition par Roche Holdings dans un accord évalué à jusqu'à 1,5 milliard de dollars. Les actionnaires recevront 9,00 dollars par action en espèces lors de la clôture, ainsi qu'un droit de valeur conditionnelle (CVR) non négociable d'une valeur pouvant atteindre 4,00 dollars par action lors de l'atteinte de jalons spécifiques. Cette acquisition établira la capacité principale de Roche en thérapie cellulaire allogénique, en se concentrant sur les programmes CAR-T. Poseida rejoindra la division pharmaceutique de Roche, apportant sa plateforme technologique propriétaire non virale pour le développement de thérapies CAR-T riches en TSCM. La transaction devrait être finalisée au premier trimestre 2025, sous réserve des conditions habituelles.
Poseida Therapeutics (PSTX) hat seine Übernahme durch Roche Holdings bekannt gegeben, die auf bis zu 1,5 Milliarden Dollar geschätzt wird. Die Aktionäre erhalten 9,00 Dollar pro Aktie in bar bei Abschluss sowie ein nicht handelbares bedingtes Wertrecht (CVR), das bis zu 4,00 Dollar pro Aktie wert sein kann, wenn spezifische Meilensteine erreicht werden. Die Übernahme wird Roches Kernkompetenz in der allogenen Zelltherapie stärken, mit einem Fokus auf CAR-T Programme. Poseida wird sich der Pharmasparte von Roche anschließen und ihre proprietäre, nicht-virale Technologieplattform zur Entwicklung von TSCM-reichen CAR-T-Therapien einbringen. Die Transaktion wird voraussichtlich im ersten Quartal 2025 abgeschlossen, vorbehaltlich üblicher Bedingungen.
- Acquisition price represents significant premium at up to $13.00 per share
- Total equity value of up to $1.5 billion
- Access to Roche's global capabilities in late-stage development and commercialization
- Unanimous board approval indicates strong corporate confidence in the deal
- CVR portion ($4.00) is contingent on milestone achievement, not guaranteed
- Non-tradeable nature of CVR limits shareholder flexibility
- Deal completion subject to regulatory approval and majority shareholder acceptance
Insights
This acquisition marks a significant strategic move in the cell therapy space. The
The deal's premium and structure are particularly noteworthy given Poseida's innovative non-viral TSCM-rich CAR-T platform. Roche's acquisition provides important validation of Poseida's technology and addresses the significant capital requirements needed for late-stage development and commercialization. The existing collaboration between the companies in hematologic malignancies likely facilitated due diligence and deal execution.
The transaction timing, expected to close in Q1 2025, suggests minimal regulatory hurdles. This acquisition positions Roche to compete more effectively in the growing cell therapy market, particularly against established players in the CAR-T space.
The acquisition's strategic value lies in Poseida's proprietary non-viral technology platform for allogeneic CAR-T development. Their TSCM-rich approach represents a potential breakthrough in cell therapy, offering advantages in cell longevity and self-replication capabilities. The P-BCMA-ALLO1 program's promising interim data in multiple myeloma validates this technology's potential.
This platform could address key challenges in current CAR-T therapy, including manufacturing complexity and patient access. The non-viral approach may offer better safety profiles and more cost-effective production compared to traditional viral vectors. Integration into Roche's pharmaceutical division provides resources for accelerated development across multiple indications, including solid tumors and autoimmune diseases.
Poseida stockholders to receive up to
Poseida to join the Roche Group and advance its innovative pipeline of non-viral, TSCM-rich CAR-T therapies and genetic medicines as part of Roche's Pharmaceuticals Division
The proposed acquisition will establish a new core capability for Roche in allogeneic cell therapy, with lead opportunities focused on CAR-T programs covered by the existing strategic collaboration between Poseida and Roche in hematologic malignancies. It will include CAR-T programs for solid tumors and autoimmune diseases, along with Poseida's genetic engineering platform and related preclinical medicines.
Poseida has pioneered a proprietary technology platform that includes a full set of non-viral capabilities to design, develop and manufacture allogeneic, T stem cell memory cells (TSCM)-rich CAR-T therapies. TSCM cells are considered ideal for CAR-T therapy because they are long-lived, multi-potent and self-replicating, with the potential for an improved safety and efficacy profile. This may offer benefits compared to other approaches, which either use a different cell type or drive T cell differentiation (and therefore less stemness) as part of the process to manufacture the CAR-T cells.
"Poseida has demonstrated the unique ability of its proprietary non-viral technology platform to create allogeneic, TSCM-rich CAR-T therapies with the potential to improve clinical outcomes and expand access to this important class of medicines. Most recently, this was highlighted by the compelling interim clinical data for P-BCMA-ALLO1 in patients with multiple myeloma," said Kristin Yarema, Ph.D., President and Chief Executive Officer of Poseida Therapeutics. "We have worked closely with Roche through our collaboration focused on hematologic malignancies, and we are excited to join Roche to work as colleagues together across our pipeline and future programs. Roche's global capabilities in late-stage development and commercialization will enable patients worldwide to benefit from the transformative potential of allo CAR-T."
Poseida and its employees will join the Roche Group as part of Roche's Pharmaceuticals Division.
Transaction Terms
Under terms of the merger agreement, Roche will commence a tender offer to acquire all of Poseida's outstanding shares for a price of
The closing of the transaction is subject to customary closing conditions, including the tender of shares representing at least a majority of Poseida's outstanding shares (other than shares held by Poseida, Roche or any of their respective subsidiaries, and any dissenting shares), the completion of regulatory review and other customary closing conditions. Upon the successful completion of the tender offer, Roche will acquire all remaining Poseida shares that are not tendered into the tender offer through a second-step merger at the same price of
The closing of the transaction is currently expected to take place in the first quarter of 2025.
Advisors
Centerview Partners LLC is serving as exclusive financial advisor to Poseida and Cooley LLP is serving as legal counsel. Citi is acting as financial advisor to Roche and Sidley Austin LLP is acting as legal counsel to Roche.
About Poseida Therapeutics, Inc.
Poseida is a clinical-stage biopharmaceutical company advancing differentiated allogeneic cell therapies and genetic medicines with the capacity to cure. The Company's pipeline includes investigational allogeneic CAR-T cell therapies for hematologic cancers, autoimmune diseases, and solid tumors, as well as investigational in vivo genetic medicines that address patient populations with high unmet medical need. The Company's approach is based on its proprietary genetic editing platforms, including its non-viral transposon-based DNA delivery system, Cas-CLOVER™ Site-Specific Gene Editing System, Booster Molecule and nanoparticle gene delivery technologies, as well as in-house GMP cell therapy manufacturing. The Company has formed strategic collaborations with Roche and Astellas to unlock the promise of cell therapies for cancer patients. Learn more at www.poseida.com and connect with Poseida on X and LinkedIn.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Poseida, nor is it a substitute for the tender offer materials that Roche and its wholly owned acquisition subsidiary, Blue Giant Acquisition Corp. ("Merger Sub"), will file with the Securities and Exchange Commission (the "SEC"). The solicitation and the offer to buy shares of Poseida's common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Roche ("Merger Sub") intends to file with the "SEC". In addition, Poseida will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Poseida on Schedule 14D-9 and related materials with respect to the tender offer and merger, free of charge at the website of the SEC at www.sec.gov or from the information agent named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Poseida under the "Investors & Media" section of Poseida's website at www.poseida.com.
Stockholders and investors are strongly advised to read these documents when they become available, including the Solicitation/Recommendation Statement of Poseida on Schedule 14D-9 and any amendments thereto, as well as any other documents relating to the tender offer and the merger that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document constitute forward-looking statements within the meaning of the federal securities laws. Any express or implied statements that do not relate to historical or current facts or matters are forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Agreement and Plan of Merger dated as of November 25, 2024 by and among Poseida, Roche and Merger Sub (the "Merger Agreement"), including the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the subsequent merger set forth in the Merger Agreement, and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of, among other things, risks associated with uncertainties as to the timing of the tender offer and the subsequent merger; uncertainties as to how many of Poseida's stockholders will tender their shares of common stock in the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the subsequent merger; the risk of legal proceedings being brought in relation to the transactions and the outcome of such proceedings; the effects of disruption from the transactions of Poseida's business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; the possibility that the milestone payments related to the contingent value right will never be achieved and that no milestone payment may be made; Poseida's reliance on third parties for various aspects of its business; risks and uncertainties associated with development and regulatory approval of novel product candidates in the biopharmaceutical industry; risks associated with conducting clinical trials; whether any of Poseida's product candidates will be shown to be safe and effective; Poseida's ability to finance continued operations; competition in Poseida's target markets; and uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates and changes in tax and other laws, regulations, rates and policies. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in Poseida's reports on Forms 10-K, 10-Q and 8-K and in other public filings Poseida makes with the SEC from time to time. The reader is cautioned not to unduly rely on these forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof, and Poseida expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.
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SOURCE Poseida Therapeutics, Inc.
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