Roche has formally declared its intent to purchase Poseida Therapeutics, Inc., a publicly traded clinical-stage biopharmaceutical firm that specializes in developing donor-derived CAR-T cell therapies. Situated in San Diego, California, Poseida has a robust research and development portfolio with both pre-clinical and clinical-stage off-the-shelf (allogeneic) CAR-T treatments targeting various fields such as hematological cancers, solid tumors, and autoimmune disorders. Additionally, Poseida’s state-of-the-art manufacturing abilities and technology platforms are noteworthy.
This merger builds on the collaborative efforts between Roche and Poseida that began with their partnership and licensing agreement in 2022. The focus remains on innovating off-the-shelf CAR-T cell solutions tailored to meet the needs of patients suffering from hematological malignancies.
The collaborative vision shared by Poseida, Roche, and Genentech—a Roche subsidiary—is to create the next wave of off-the-shelf CAR-T therapies, aiming for higher efficacy and improved safety profiles, with the potential to scale up and reach a broader patient base for widespread commercial application.
“This noteworthy acquisition will enable us to accelerate advancements in allogeneic cell therapy, building on our fruitful partnership with Poseida,” expressed Levi Garraway, Roche’s head of product development and chief medical officer. “We are motivated by the preliminary clinical results, and this acquisition enhances our mutual progress towards developing groundbreaking cell therapies across oncology, immunology, and neurology.”
Active Collaboration Assets:
– The primary initiative, P-BCMA-ALLO1, is an allogeneic CAR-T therapy targeting B-cell maturation antigen (BCMA), already recognized with Regenerative Medicine Advanced Therapy designation for relapsed or refractory multiple myeloma after three or more treatment lines, alongside FDA Orphan Drug Designation for multiple myeloma.
– Another clinical initiative currently in Phase 1 trial is P-CD19CD20-ALLO1, engineered for B-cell malignancies. Additionally, its potential is under review for addressing autoimmune disorders like multiple sclerosis and systemic lupus erythematosus.
Upon finalizing this acquisition, Roche will gain access to Poseida’s GMP manufacturing facilities and diverse R&D assets, including:
– P-MUC1C-ALLO1, a Phase 1 allogeneic CAR-T therapy focused on solid tumors.
– Pre-clinical candidates in genomic medicine and associated technological accomplishments.
Poseida’s current personnel will transition to the Roche Pharmaceuticals Division.
“Our investment in cell therapies aligns with our pledge to discover transformative medicines that offer substantial patient benefits,” stated Aviv Regev, head of Genentech Research & Early Development. “We’re thrilled to merge pioneering scientific methodologies and expertise to unveil cell therapy’s full potential.”
Under the acquisition terms, Roche will initiate a tender offer to acquire Poseida’s remaining common stock at US$ 9.00 per share in cash, plus non-tradable CVR for potential milestone payments amounting to US$ 4.00 per share, rendering an approximate total equity value of US$ 1.0 billion at closing with a possible expansion to US$ 1.5 billion. This closing price represents around a 215% premium over Poseida’s share price recorded on November 25, 2024, having received full approval from both Roche and Poseida boards.
Upon completion of the tender offer, all remaining shares will be acquired at US$ 9.00 per share in cash via a merger.
The transaction is slated for closure in the first quarter of 2025, contingent upon customary closing prerequisites, including a majority tender of Poseida’s outstanding shares and compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Founded in Basel, Switzerland, Roche pioneers in branded medicine manufacturing, growing into the largest biotech firm globally and a leader in in-vitro diagnostics. Roche excels in scientific exploration, crafting treatments and diagnostics to enhance and save lives worldwide.
Genentech, part of Roche, operates in the USA, with Roche holding a significant share in Japan’s Chugai Pharmaceutical.