On Tuesday, Roche Holdings AG (OTC:RHHBY) agreed to acquire Poseida Therapeutics, Inc. (NASDAQ:PSTX) for an equity value of approximately $1.5 billion on a fully diluted basis.

The deal consideration includes $9.00 per share in cash plus a non-tradeable CVR to receive certain contingent payments of up to an aggregate of $4.00 per share in cash upon achievement of specific milestones.

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The proposed acquisition will establish a new core capability for Roche in allogeneic cell therapy, with lead opportunities focused on CAR-T programs covered by the existing strategic collaboration between Poseida and Roche in hematologic malignancies.

It will include CAR-T programs for solid tumors and autoimmune diseases, Poseida's genetic engineering platform, and related preclinical medicines.

The acquisition supports Roche's Pharma Strategy and allows for a range of potentially first and best-in-class therapies across oncology, immunology, and neurology, uniquely positioning Roche in the new field of donor-derived off-the-shelf cell therapies.

In its third-quarter earnings release, Poseida said it has three programs under Roche collaboration announced in August 2022, including P-BCMA-ALLO1, an allogeneic CAR-T therapy in Phase 1/1b development for multiple myeloma, and P-CD19CD20-ALLO1, an allogeneic dual CAR-T candidate in Phase 1 development for B-cell malignancies.

In October, Poseida Therapeutics nominated a new development candidate under its collaboration with Roche. The nomination triggered a $15 million milestone payment from Roche to Poseida.

The new candidate is an allogeneic, dual CAR-T therapy targeting known antigens expressed in hematologic malignancies.

The transaction is expected to close in the first quarter of 2025.

Concurrently, Roche revealed an update on the Phase 3 SKYSCRAPER-01 study of tiragolumab combined with Tecentriq (atezolizumab) compared to Tecentriq alone for PD-L1-high, locally advanced or metastatic non-small cell lung cancer (NSCLC).

The 534-patient study did not reach the primary endpoint of overall survival at the final analysis.

The overall safety profile observed remained consistent with longer follow-up, and no new safety signals were identified. The detailed data will be presented at a medical meeting in 2025.

Roche regularly evaluates its research programs to see if changes are needed to support ongoing studies. The same approach will be applied to this program, with more data from Phase 3 trials in various settings or tumor types expected next year.

Price Action: PSTX stock is up 227.3% at $9.36 during the premarket session at last check Tuesday.

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