Poseida stockholders to receive up to
$13.00 per share in cash, comprised
of $9.00 per share in cash at closing
and a non-tradeable contingent value right (CVR) to receive up to
an aggregate of $4.00 per share in
cash; transaction represents total equity value of up to
$1.5 billion
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
SAN
DIEGO, Nov. 26, 2024 /PRNewswire/ -- 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, today announced 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. 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.
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.
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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/poseida-therapeutics-inc-announces-agreement-to-be-acquired-by-roche-holdings-inc-302316189.html
SOURCE Poseida Therapeutics, Inc.
