Roche Acquires Poseida for $1B, Expands Allogeneic Cell Therapy Scope

Roche, currently collaborating with Poseida Therapeutics on off-the-shelf cell therapies for blood cancers, is expanding its efforts through the acquisition of Poseida for an initial payment of $1 billion. This acquisition aims to leverage allogeneic cell therapies in tackling solid tumors and immunological disorders.

Poseida, based in San Diego, is at the forefront of developing cutting-edge cell and gene therapies. Unlike the traditional method that uses a patient’s own immune cells for therapy—a process that is both time-consuming and costly—Poseida’s approach utilizes cells from healthy donors. These cells are then engineered using the company’s proprietary non-viral technologies, which can significantly reduce manufacturing expenses and production timelines.

Roche’s acquisition of Poseida is structured with an upfront payment of $9 per share, which is a 215% premium over Poseida’s closing stock price before the deal was announced. This acquisition includes additional contingent value rights that could increase the deal’s total value to as much as $1.5 billion. These rights stipulate that Roche will pay up to an additional $4 per share if certain developmental milestones are met.

Poseida has been making significant strides in the realm of cell and gene therapies. Its allogeneic cell therapies, such as P-BCMA-ALLO1, which targets the BCMA protein to treat multiple myeloma, and P-CD19CD20-ALLO1, which targets the CD19 and CD20 proteins for B-cell malignancies, are currently in clinical phases. The preliminary data for these therapies will be presented at the annual meeting of the American Society of Hematology.

Roche first invested in Poseida in 2022, paying $110 million upfront to gain rights or options to Poseida's blood cancer programs, with an additional $6 billion tied to milestone achievements. Encouraged by the early clinical data, Roche sees the acquisition as a way to propel the development of potentially groundbreaking cell therapies in oncology, immunology, and neurology.

Poseida has also submitted applications to the FDA to begin clinical trials for P-CD19CD20-ALLO1 in treating multiple sclerosis and systemic lupus erythematosus. Their research into non-viral delivery methods for genetic medicines, including a preclinical gene therapy program for hemophilia A known as P-FVIII-101, aligns well with Roche’s existing product, Hemlibra—a successful treatment for hemophilia A.

According to William Blair analyst Sami Corwin, the strategic fit between Roche and Poseida is strong. Roche is a leader in oncology and is investing in cell therapy manufacturing, which could create synergies with Poseida’s hemophilia A gene therapy. The significant financial incentives tied to the deal are based on the progress of Poseida’s advanced allogeneic cell therapies.

The contingent value rights in the agreement specify payments of $2 per share when BCMA-targeting therapy begins a pivotal study by the end of 2028, $1 per share for a pivotal study of either the BCMA-targeting therapy or the CD19- and CD20-targeting therapy for an autoimmune disease by the end of 2034, and $1 per share when P-BCMA-ALLO1 makes its first commercial sale by the end of 2031. William Blair believes these goals are achievable, given the promising clinical data and the timelines.

Previously, Poseida had a partnership with Takeda Pharmaceutical for non-viral gene therapies, which ended in July 2023. Subsequently, Astellas Pharma invested $50 million in Poseida. Under this agreement, Astellas has the right to be informed of any merger deals Poseida enters and has the first refusal to make a competing offer, valid until February 2025.

The boards of Roche and Poseida have approved the acquisition, and the transaction is expected to close in the first quarter of 2025.