Roche commences tender offer for all shares of Poseida Therapeutics, Inc. for $9.00 per share in cash, plus a non-tradeable contingent value right for up to $4.00 per share in cash
Basel, 9 December 2024 - Roche (SIX: RO, ROG; OTCQX: RHHBY) announced today that
it has commenced a tender offer for all of the 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 is being made pursuant to the previously announced merger
agreement dated as of November 25, 2024 among Roche Holdings, Inc., an indirect wholly owned subsidiary of Roche Holding Ltd, Blue Giant Acquisition Corp., a wholly owned subsidiary of Roche
Holdings, Inc., and Poseida.
The tender offer period will expire at one minute following 11:59 p.m., New York City time on 7 January, 2025, unless the offer is extended.
Roche has filed a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (SEC). Blue Giant Acquisition Corp. is the acquirer in the tender offer. The Offer to Purchase contained within the Schedule TO sets out the terms and conditions of the tender offer.
Poseida has also filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9, which includes the unanimous recommendation of the Poseida board of directors that Poseida stockholders tender their shares in the tender offer. Closing of the tender offer is conditioned upon customary closing conditions, including the receipt of required regulatory approvals, and there being validly tendered and not validly withdrawn a majority of the outstanding shares of Poseida common stock. The offer is not subject to any financing condition. Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second step merger at the same price of $9.00 per share, plus the CVR. The closing of the transaction is expected to take place in the first quarter of 2025.
The complete terms and conditions are set out in the Offer to Purchase, which was filed with the SEC today, December 9, 2024. Poseida stockholders may obtain copies of all of the offering documents, including the Offer to Purchase, free of charge at the SEC’s website (www.sec.gov) or by directing a request for the Solicitation/Recommendation Statement on Schedule 14D-9 to Poseida’s website at www.poseida.com or the Offer to Purchase and the other related materials to MacKenzie Partners, Inc., the Information Agent for the offer, toll free at (800) 322-2885 (or please call (212) 929-5500 if you are located outside the U.S. or Canada) or via email at tenderoffer@mackenziepartners.com.