The acquisition announcement came alongside the reveal of a Phase III failure for Roche’s TIGIT asset tiragolumab, which when combined with Tecentriq did not significantly boost overall survival in non-small cell lung cancer.
Roche announced on Tuesday that it will acquire development partner Poseida Therapeutics for $1 billion upfront in cash, giving it access to the California biotech’s pipeline of off-the-shelf CAR T candidates.
Under the terms of the merger agreement, Roche will purchase all outstanding shares of Poseida for $9 apiece, which represents a 215% premium on the biotech’s Monday closing price. The pharma will also offer a contingent value right (CVR) of specific milestone payments totaling up to $4 per share, resulting in a maximum deal value of $1.5 billion.
The partners expect to complete the transaction in the first quarter of 2025, pending regulatory and antitrust clearances and other customary closing conditions. The boards of both companies have unanimously signed off on the deal, and Poseida has said that it will recommend that its stockholders tender their shares.
Tuesday’s acquisition builds upon a 2022 agreement between Roche and Poseida in which the pharma paid $110 million upfront—and pledged up to $6 billion in milestones—to advance allogeneic CAR T therapies for certain blood cancers, including multiple myeloma and B-cell lymphomas.
The centerpiece of the 2022 deal, and of the acquisition, is P-BCMA-ALLO1, which the companies are positioning as a therapy for relapsed or refractory multiple myeloma. The candidate is designed to target the BCMA protein, which is typically found on the surface of cancerous plasma cells.
In December 2023, Poseida released Phase I data for the CAR T candidate, touting an 82% overall response rate (ORR) in treated patients who underwent preconditioning with 1,000 mg/m2 of cyclophosphamide. Of note, ORR hit 100% in patients who had undergone prior autologous BCMA-targeted CAR T therapy, and in those who had not been previously exposed to BCMA-directed bispecific T-cell engagers.
The Poseida purchase “will allow us to drive further progress in allogenic cell therapy,” Roche CMO Levi Garraway said in the company’s Tuesday statement, adding that “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.”
Aside from P-BCMA-ALLO1, Roche will also gain full ownership of the Phase I P-CD19CD20-ALLO1 program, which is part of the 2022 agreement and which the companies are trialing for immune-mediated conditions such as multiple sclerosis and systemic lupus erythematosus. Tuesday’s acquisition will also give Roche access to the early-stage P-MUC1C-ALLO1, being tested in solid tumors, as well as other preclinical candidates and related technologies.
“We view Roche as a strategic fit [for Poseida] given it is a leader in the oncology space, is investing in building a cell therapy manufacturing facility, and markets Hemlibra, which could be synergistic to the development of Poseida’s P-FVIII-101 gene therapy for hemophilia A,” wrote William Blair analysts in a Tuesday morning note to investors. “With regard to the CVR, given the milestones it is contingent on are not disclosed, we find it challenging to speculate on the likelihood of the CVR being fully conferred and highlight that the company has a broad pipeline of candidates it could be tied to.”
Also on Tuesday, Roche announced that its TIGIT candidate tiragolumab, when combined with the PD-L1 blocker Tecentriq, yielded no significant overall survival benefit in patients with locally advanced or metastatic non-small cell lung cancer, compared with Tecentriq alone.
The pharma did not provide specific data in its press release, promising instead to do so at a medical meeting next year. Roche also did not reveal its plans for tiragolumab moving forward.
“Roche continuously reviews its study programs to determine if any adjustments are necessary for the purposes of ongoing research. Roche will apply the same principles to this program,” the company noted in its news release.
