Roche today announced it has entered into a definitive merger agreement to acquire Poseida Therapeutics, a public clinical-stage biopharmaceutical company specializing in donor-derived CAR-T cell therapies. Based in San Diego, California, Poseida’s R&D portfolio includes pre-clinical and clinical-stage off-the-shelf (also referred to as allogeneic) CAR-T therapies across several therapeutic areas including hematological malignancies, solid tumors, and autoimmune disease, as well as manufacturing capabilities and technology platforms.
The acquisition builds on the existing partnership between Roche and Poseida following the collaboration and license agreement established in 2022, which focuses on developing off-the-shelf CAR-T cell therapies to address medical needs of patients with hematological malignancies.
The joint vision of Poseida, Roche and Genentech, a member of the Roche Group, is to deliver the next generation of off-the-shelf CAR-T cell therapies with increased potency and favorable safety at a scale that can potentially reach more patients and enable broad commercial use.
“This exciting acquisition will allow us to drive further progress in allogeneic cell therapy while leveraging the successful existing partnership with Poseida,” said Levi Garraway, Head of Product Development and Chief Medical Officer at Roche. “We are very encouraged by the early clinical data, and this acquisition builds on our joint progress to catalyze the development of potentially first and best-in-class cell therapies in oncology, immunology and neurology.”
Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of Poseida common stock at a price of $9 per share in cash at closing plus a non-tradable CVR to receive certain milestone payments of up to an aggregate of $4 per share in cash, representing a total equity value of approximately $1 billion at closing and representing a total deal value of up to $1.5 billion. The price payable at closing represents a premium of approximately 215% to Poseida’s closing share price on November 25, 2024. The merger agreement has been unanimously approved by the boards of Roche and Poseida.
