Roche has signed an agreement to acquire Poseida Therapeutics in a $1.5bn deal.
The transaction includes Poseida's clinical and pre-clinical CAR-T therapies and manufacturing capabilities.
The acquisition will also integrate Poseida's employees into Roche's Pharmaceuticals Division.
Roche will begin a tender offer to acquire complete outstanding Poseida common stock shares for $9 per share in cash at closing, along with a non-tradeable contingent value right (CVR) for potential milestone payments of up to an aggregate of $4 per share in cash. This represents almost $1bn in total equity value at closing.
The merger agreement has received unanimous approval from the boards of both Roche and Poseida.
Following the tender offer, Roche will acquire all remaining shares at the same price through a second-step merger.
The transaction will conclude in the first quarter (Q1) of 2025, subject to customary closing conditions, including the tender of a majority of Poseida’s outstanding shares.
Roche chief medical officer and Product Development head Levi Garraway stated: “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.”
The partnership between Roche and Poseida began in 2022, focusing on the development of off-the-shelf CAR-T cell therapies.
Roche is set to gain access to Poseida's good manufacturing practices (GMP) manufacturing capabilities and a suite of research and development assets, including P-MUC1C-ALLO1, an allogeneic CAR-T programme in Phase I for solid tumours, and various genomic medicine pre-clinical candidates.
Citi is serving as the exclusive financial advisor to Roche, with Sidley Austin providing legal counsel. Poseida is advised by Centerview Partners, with Cooley acting as legal counsel.
In September 2022, Roche signed an agreement for the acquisition of Good Therapeutics.
