On November 26, 2024 Poseida Therapeutics, Inc. (Nasdaq: PSTX) ("Poseida"), a clinical-stage allogeneic cell therapy and genetic medicines company advancing differentiated non-viral treatments for patients with cancer, autoimmune and rare diseases, reported that it has entered into a merger agreement to be acquired by Roche Holdings, Inc. ("Roche") at a price of $9.00 per share in cash at closing, plus a non-tradeable CVR to receive certain contingent payments of up to an aggregate of $4.00 per share in cash upon achievement of specific milestones (Press release, Poseida Therapeutics, NOV 26, 2024, View Source [SID1234648626]). This corresponds to a total equity value of approximately $1.5 billion on a fully diluted basis. The merger agreement has been unanimously approved by Poseida’s Board of Directors, and Poseida’s Board of Directors unanimously recommends that Poseida stockholders tender their shares in the tender offer.
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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 $9.00 per share in cash at closing, plus a non-tradeable CVR to receive up to an aggregate of $4.00 per share in cash, payable upon achievement of specified milestones.
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 $9.00 per share in cash at closing, plus a non-tradeable CVR to receive up to an aggregate of $4.00 per share in cash, payable upon achievement of specified milestones.
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.