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Roche, the Swiss healthcare giant, announced Tuesday that it will acquire U.S.-based genetic engineering company Poseida Therapeutics in a deal valued at up to $1.5 billion. The acquisition aims to strengthen Roche’s portfolio of therapies for blood cancers and other critical diseases.

Roche, through its subsidiary Genentech, has agreed to a tender offer to purchase Poseida for $9 per share, amounting to $1 billion. An additional $500 million could be paid if Poseida achieves specific clinical development and commercial milestones, potentially elevating the per-share price by up to $4.

Roche to acquire Poseida Therapeutics :Deal Terms and Anticipated Closing

The transaction is expected to close by the first quarter of 2025, pending regulatory approval under the U.S. Hart-Scott-Rodino Antitrust Improvements Act. Finalization also requires Roche to secure a majority of Poseida’s outstanding shares.

Sidley Austin LLP is providing legal counsel to Roche, with a team led by mergers and acquisitions partners Sharon Flanagan, John Butler, and Sally Wagner Partin. Citi is serving as Roche’s financial adviser.

On Poseida’s side, Cooley LLP is handling legal matters with partners Rowook Park and Barbara Borden, alongside special counsel Julia Kim. Financial advice is being provided by Centerview Partners LLC.

Focus on Revolutionary Cell Therapies

Poseida Therapeutics, headquartered in San Diego and listed on the Nasdaq, specializes in genetically engineering white blood cells to target cancer cells through CAR-T cell therapies. These treatments are designed to address blood cancers, solid tumors, and autoimmune diseases.

Roche's head of product development and chief medical officer, Levi Garraway, expressed optimism about the acquisition's potential. "We are very encouraged by the early clinical data, and this acquisition builds on our joint progress to catalyze the development of potentially first- and best-in-class cell therapies in oncology, immunology, and neurology," Garraway said.

The deal builds on an existing collaboration between the companies and aims to develop next-generation, commercially scalable cell therapies.

Milestone Payments Linked to Key Products

Roche has outlined specific benchmarks for Poseida to earn the additional $500 million. The healthcare giant will pay $2 per share if Poseida’s lead product, targeting bone marrow cancer, reaches pivotal phase-three trials by December 2028. An additional $1 per share will be awarded if the product becomes commercially available by 2031.

A further $1 per share could be paid if another Poseida product enters phase-three clinical trials for autoimmune diseases.

Kristin Yarema, Poseida's president and CEO, highlighted the synergy between the two companies. "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 programs," Yarema said.

Roche to acquire Poseida Therapeutics : Roche's Broader Acquisition Strategy

This acquisition follows Roche’s recent move to buy Carmot Therapeutics, a developer of obesity and diabetes treatments, for up to $3.1 billion. That deal, announced in December 2023, was completed in January.

Both Roche and Poseida declined to provide additional comments regarding the deal.