Poseida Therapeutics to be acquired by Roche for $9.00 per share plus CVR

Poseida Therapeutics (PSTX) announced that it has entered into a merger agreement to be acquired by Roche (RHHBY) 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. This corresponds to a total equity value of approximately $1.5B 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. 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 and its employees will join the Roche Group as part of Roche’s Pharmaceuticals Division. 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, 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.