お知らせ • Jan 08
Roche Holdings, Inc. completed the acquisition of Poseida Therapeutics, Inc. (NasdaqGS:PSTX) from Malin Corporation PLC, Pentwater Capital Management and others.
Roche Holdings, Inc. entered into a definitive merger agreement to acquire Poseida Therapeutics, Inc. (NasdaqGS:PSTX) from Malin Corporation PLC, Pentwater Capital Management and others for $1.5 billion on November 25, 2024. Under terms of the merger agreement, Roche will commence a tender offer to acquire all of Poseida's outstanding shares for a price of $9.00 per share in cash at closing, plus a non-tradeable CVR to receive up to an aggregate of $4.00 per share in cash, payable upon achievement of specified milestones. The merger agreement has been unanimously approved by the boards of Roche and Poseida. The transaction is subject to customary closing conditions including the tender of at least a majority of the outstanding shares of Poseida’s common stock, regulatory approvals and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Malin Corporation PLC and Pentwater Capital Management, together constituting approximately 18% ownership in Poseida as of the signing date, have agreed to tender shares in support of the transaction. In case of termination of the agreement, a termination fee of $33.42 million will be paid by either party. The closing of the transaction is currently expected to take place in the first quarter of 2025. As of January 6, 2025, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied.
Centerview Partners LLC acted as financial advisor and Rowook Park, Barbara Borden and Julia Kim of Cooley LLP acted as legal advisors to Poseida Therapeutics, Inc. Sharon R. Flanagan, John H. Butler and Sally Wagner Partin of Sidley Austin LLP acted as legal advisors and Citigroup Global Markets acted as financial advisor to Roche Holdings, Inc. Poseida Therapeutics retained MacKenzie Partners, Inc. to act as the Information Agent and Citibank, N.A. to act as the Depositary in connection with the Offer. Computershare Trust Company, National Association acted as Poseida Therapeutics, Inc.’s transfer agent.
Roche Holdings, Inc. completed the acquisition of Poseida Therapeutics, Inc. (NasdaqGS:PSTX) from Malin Corporation PLC, Pentwater Capital Management and others on January 7, 2025. The tender offer expired at one minute following 11:59 p.m., New York City time on 7 January, 2025, and was not extended. Roche accepted for payment all shares validly tendered and not validly withdrawn pursuant to its tender offer. A total of approximately 64,991,586 shares of Poseida’s common stock were validly tendered and not validly withdrawn in the tender offer, which represent approximately 66.11% of the total number of shares of Poseida’s common stock outstanding. 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.