Roche has agreed to acquire Poseida Therapeutics, a US-based biopharmaceutical company developing donor-derived CAR-T cell therapies, for up to $1.5bn.
The proposed merger builds on an existing partnership between Roche and Poseida, through a CAR-T cell therapies-focused collaboration and licence agreement signed in 2022.
Under the terms of the agreement, the Swiss drugmaker will begin a tender offer to acquire all the outstanding shares of Poseida at $9 per share in cash at closing.
The consideration also includes a non-tradeable CVR to receive up to $4 per share in cash, representing a total equity value of around $1bn at closing.
The total consideration represents a premium of around 215% to Poseida’s closing share price on 25 November 2024.
After the completion of the tender offer, Roche will acquire all remaining shares at the same price of $9 per share in cash through a second-step merger.
Boards of Roche and Poseida unanimously approved the proposed merger agreement.
The transaction is expected to close in the first quarter of 2025, subject to certain customary closing conditions, including the tender of a majority of outstanding shares.
Roche product development and chief medical officer head Levi Garraway said: “This exciting acquisition will allow us to drive further progress in allogeneic cell therapy while leveraging the successful existing partnership with Poseida.
“We are very encouraged by the early clinical data, and this acquisition builds on our joint progress to catalyse the development of potentially first and best-in-class cell therapies in oncology, immunology and neurology.”
Poseida is a clinical-stage biopharmaceutical company engaged in developing differentiated allogeneic cell therapies and genetic medicines.
Its R&D portfolio comprises pre-clinical and clinical-stage off-the-shelf CAR-T therapies, along with manufacturing capabilities and technology platforms.
The acquisition will include Poseida’s lead programme P-BCMA-ALLO1, and P-CD19CD20-ALLO1, a second clinical programme currently in Phase 1 development.
It also includes an additional allogeneic, dual CAR-T programme that targets known antigens expressed in haematologic malignancies (Poseida PR).
Upon closing, Roche will get access to Poseida’s GMP manufacturing capabilities and other R&D portfolio assets, along with their know-how and expertise.
Current Poseida employees will be moved to Roche, as part of its Pharmaceuticals Division.
Citi served as exclusive financial advisor, and Sidley Austin as legal counsel to Roche, while Centerview Partners served as exclusive financial advisor and Cooley as legal counsel to Poseida, on this transaction.
Poseida Therapeutics president and CEO Kristin Yarema said: “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.
“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 programmes.
“Roche’s global capabilities in late-stage development and commercialisation will enable patients worldwide to benefit from the transformative potential of allo CAR-T.”
