Roche purchases shares in tender offer for Poseida Therapeutics, Inc.
Basel, 8 January 2025 – Roche (SIX: RO, ROG; OTCQX: RHHBY) announced today that Roche’s wholly owned subsidiary Blue Giant Acquisition Corp. has accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer for all outstanding shares of common stock of Poseida Therapeutics, Inc. (“Poseida”, NASDAQ: PSTX) at a price of $9.00 per share in cash, plus a non-tradeable contingent value right (CVR) to receive certain contingent payments of up to an aggregate of $4.00 per share in cash. The tender offer expired at one minute following 11:59 p.m., New York City time on 7 January, 2025, and was not extended.
Citibank, N.A., the depositary for the tender offer, advised Roche that a total of approximately 64,991,586 shares of Poseida’s common stock were validly tendered and not validly withdrawn in the tender offer (excluding shares tendered by notice of guaranteed delivery for which certificates have not yet been “received”), which represent approximately 66.11% of the total number of shares of Poseida’s common stock outstanding.
Later today, Roche intends to complete the acquisition of Poseida through a merger of Blue Giant Acquisition Corp. with and into Poseida without a vote or meeting of Poseida’s stockholders. In the merger, all shares of Poseida not owned by Poseida, Roche or Roche’s wholly owned subsidiaries (other than shares as to which appraisal rights have been validly exercised under Delaware law) will be converted into the right to receive the same consideration per share, including the CVR, as was received for shares validly tendered in the tender offer. Following completion of the merger, Poseida will become a wholly owned subsidiary of Roche, and Poseida’s shares will cease to be traded on the Nasdaq Global Select Market.
About Poseida Therapeutics
Poseida Therapeutics is a clinical-stage biopharmaceutical company advancing differentiated allogeneic cell therapies and genetic medicines with the capacity to cure. Poseida’s pipeline includes investigational allogeneic CAR-T cell therapies for hematologic cancers, autoimmune diseases, and solid tumours, as well as investigational in vivo genetic medicines that address patient populations with high unmet medical need. Poseida’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.
About Roche
Founded in 1896 in Basel, Switzerland, as one of the first industrial manufacturers of branded medicines, Roche has grown into the world’s largest biotechnology company and the global leader in in-vitro diagnostics. The company pursues scientific excellence to discover and develop medicines and diagnostics for improving and saving the lives of people around the world. We are a pioneer in personalised healthcare and want to further transform how healthcare is delivered to have an even greater impact. To provide the best care for each person we partner with many stakeholders and combine our strengths in Diagnostics and Pharma with data insights from the clinical practice.
For over 125 years, sustainability has been an integral part of Roche’s business. As a science-driven company, our greatest contribution to society is developing innovative medicines and diagnostics that help people live healthier lives. Roche is committed to the Science Based Targets initiative and the Sustainable Markets Initiative to achieve net zero by 2045.
Genentech, in the United States, is a wholly owned member of the Roche Group. Roche is the majority shareholder in Chugai Pharmaceutical, Japan.
For more information, please visit www.roche.com.
All trademarks used or mentioned in this release are protected by law.
Cautionary Statement Regarding Forward-Looking Statements
This communication may include statements that are not statements of historical fact, or “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 statements are generally identified by words or phrases such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may”, “should”, “estimate”, “predict”, “project”, “strategy”, “potential”, “continue” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, the expected effects and benefits of the transaction and statements about the expected timeline for completing the merger. These statements are based upon the current beliefs and expectations of Roche and Poseida’s management and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to, uncertainties as to the timing and consummation of the merger; the possibility that the milestone payments related to the CVR will never be achieved and that no milestone payment may be made; and the other risks and cautionary statements discussed or identified in Poseida’s public filings with the SEC, including the “Risk Factors” section of Poseida’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q and Form 8-K, as well as the tender offer materials filed by Roche and its acquisition subsidiary and the Solicitation/Recommendation Statement filed by Poseida, in each case as amended by all subsequent filings made with the SEC. None of Roche, its acquisition subsidiary nor Poseida undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.
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