M&A: Poseida Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Completion

Accession Number: 000119312525003248

Comments: On January 8, 2025, Poseida Therapeutics, Inc. announced the completion of its merger with Roche Holdings, Inc. and Blue Giant Acquisition Corp. Merger Sub accepted for payment all validly tendered shares during the tender offer, representing approximately 66.11% of the outstanding shares. Following the completion of the merger, Poseida became a wholly owned subsidiary of Roche. All outstanding shares not excluded from the offer were canceled and converted to cash and contingent value rights, equating to $9.00 per share, plus potential additional payments. The company's directors and officers transitioned to those of the acquiring entity, and trading of Poseida's shares was halted with a request for delisting from Nasdaq, along with the planned termination of its reporting obligations under the Exchange Act.

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Form Type: POS AM

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003484

Comments: Poseida Therapeutics, Inc. filed a Post-Effective Amendment to deregister securities that were unsold under Form S-3 Registration Statements No. 333-278559 and No. 333-281248. On January 8, 2025, in accordance with a Merger Agreement with Roche Holdings, Inc. and Blue Giant Acquisition Corp., Poseida was merged into Blue Giant Acquisition Corp., which now serves as the wholly owned subsidiary of Roche Holdings. As a result of the merger, all offerings of securities registered under the aforementioned Registration Statements are terminated, and the Company is removing all unsold securities from registration. This filing also reaffirmed the Company's compliance with the requirements for filing on Form S-3.

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Form Type: POS AM

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312525003487

Comments: On January 8, 2025, Poseida Therapeutics, Inc. filed a post-effective amendment to its previous Registration Statements on Form S-3 to deregister all unsold securities. This action follows the completion of a merger agreement entered into on November 25, 2024, with Roche Holdings, Inc. and Blue Giant Acquisition Corp. Pursuant to this merger, Blue Giant Acquisition Corp. merged with Poseida Therapeutics, which is now a wholly owned subsidiary of Roche Holdings. Consequently, the company is terminating all offerings of its securities that were registered in the aforementioned Registration Statements. The filing serves to terminate the effectiveness of these registration statements and remove any unsold securities from registration.

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Form Type: S-8 POS

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003503

Comments: On January 8, 2025, Poseida Therapeutics, Inc. filed post-effective amendments to remove from registration shares of common stock previously registered under several Registration Statements on Form S-8. The amendments were made following a merger agreement entered into on November 25, 2024, with Roche Holdings, Inc., wherein Poseida merged with Blue Giant Acquisition Corp., a subsidiary of Roche, resulting in Poseida becoming a wholly owned subsidiary of Roche. The filing also terminates all offerings of securities under the identified Registration Statements, which registered a total of over 20 million shares of common stock associated with various equity incentive and employee stock purchase plans. The company has certified its compliance with the requirements for filing on Form S-8.

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Form Type: S-8 POS

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312525003507

Comments: On January 8, 2025, Poseida Therapeutics, Inc. filed a Post-Effective Amendment to its Form S-8 registration with the SEC, removing from registration all previously registered shares of common stock associated with several Registration Statements. This action follows the merger with Roche Holdings, Inc., executed on the same date. The merger resulted in Poseida becoming a wholly owned subsidiary of Roche. The filed amendments terminate the effectiveness of the Registration Statements and remove any registered but unsold or unissued securities as per the requirement outlined in the agreements. The company had registered various shares under multiple plans, including the Equity Incentive Plans and Employee Stock Purchase Plans, totaling millions of shares which are now derecognized due to the merger.

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Form Type: S-8 POS

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003513

Comments: On January 8, 2025, Poseida Therapeutics, Inc. filed a post-effective amendment to its S-8 registration statements to remove from registration all shares of common stock that were previously registered due to the merger. The Company had entered into a Merger Agreement with Roche Holdings, Inc. and Blue Giant Acquisition Corp. on November 25, 2024. Following the merger, Poseida Therapeutics became a wholly owned subsidiary of Roche Holdings. The post-effective amendments were filed to terminate the effectiveness of previously filed registration statements and to remove any unsold securities related to the offerings under those statements.

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Form Type: S-8 POS

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003522

Comments: Poseida Therapeutics, Inc. filed a Post-Effective Amendment to its Form S-8 registration statement on January 8, 2025. This filing removes from registration all shares of common stock previously registered under five registration statements related to various equity incentive plans and employee stock purchases. This decision follows a merger agreement entered on November 25, 2024, with Roche Holdings, Inc. and its subsidiary Blue Giant Acquisition Corp., which resulted in the merger of Offeror with Poseida, making Poseida a wholly owned subsidiary of Roche. As a consequence, Poseida has terminated all its offerings of securities as per the registration statements, effectively deregistering any unsold or unissued securities.

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Form Type: S-8 POS

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525003524

Comments: Poseida Therapeutics, Inc. filed a post-effective amendment on January 8, 2025, to remove shares of common stock from registration that were previously registered under multiple S-8 filings. These registrations included shares associated with several equity incentive plans, including the 2015 Equity Incentive Plan, the 2020 Equity Incentive Plan, and the 2022 Inducement Plan. Notably, the company entered into a Merger Agreement with Roche Holdings, Inc. on November 25, 2024, leading to a merger in which Poseida became a wholly owned subsidiary of Roche Holdings. The filing indicates the termination of all offerings of securities pursuant to the registration statements and confirms that any securities registered but unsold are now removed from registration. This action reflects compliance with SEC rules and an undertaking made by the company in prior registration statements.

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Form Type: SC 14D9/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312525003241

Comments: On January 8, 2025, the merger between Poseida Therapeutics, Inc. and Roche Holdings, Inc. was completed following the expiration of the tender offer which ended on January 7, 2025. A total of 64,991,586 Shares, representing approximately 66.11% of the issued and outstanding Shares, were validly tendered. Following the acceptance of these Shares, Merger Sub acquired sufficient Shares to proceed with the merger without the need for a stockholder vote. Consequently, the merger was executed with Merger Sub merging into Poseida, which will continue as the surviving entity and a wholly owned subsidiary of Roche. Following the merger, Poseida's Shares will be delisted from the Nasdaq Global Select Market, and steps will be taken to terminate the registration of the Shares under the Exchange Act and suspend Poseida’s reporting obligations as required.

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Form Type: SC TO-T/A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525003231

Comments: Amendment No. 4 to the Tender Offer Statement on Schedule TO updates the previously filed tender offer by Blue Giant Acquisition Corp., a wholly owned subsidiary of Roche Holdings, Inc., to acquire all outstanding shares of common stock of Poseida Therapeutics, Inc. The offer involves a cash payment of $9.00 per share plus one non-transferable contingent value right (CVR) per share, potentially yielding up to an additional $4.00 per share, contingent upon certain milestones. The offer expired on January 7, 2025, with approximately 66.11% of the outstanding shares validly tendered. Following the expiration and acceptance of validly tendered shares, a merger was completed on January 8, 2025, whereby Poseida became a wholly owned subsidiary of Roche, with each outstanding share being converted into the offer consideration. The shares will be delisted from the Nasdaq.

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Form Type: SC 14D9/A

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525002253

Comments: This document is an amendment to the Solicitation/Recommendation Statement filed by Poseida Therapeutics, Inc. regarding the proposed acquisition by Roche Holdings, Inc. and its subsidiary, Blue Giant Acquisition Corp. The amendment reflects updates to the initial filing made on December 9, 2024, related to the tender offer for Poseida's outstanding common stock at a price of $9.00 per share in cash along with non-tradeable contingent value rights that could yield up to an additional $4.00 per share under certain conditions. The document details the involvement of both companies in a merger agreement dated November 25, 2024, and lists several exhibits that provide further information about the offer, including an amended CVR agreement and various communications and documents associated with the transaction. The amendment is signed by Kristin Yarema, President and CEO of Poseida, on January 6, 2025.

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Form Type: SC 14D9/A

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524286056

Comments: Poseida Therapeutics, Inc. has filed Amendment No. 1 to its Solicitation/Recommendation Statement regarding a tender offer originally filed by Roche Holdings, Inc. and its wholly owned subsidiary, Blue Giant Acquisition Corp., on December 9, 2024. This acquisition aims to buy all outstanding shares of Poseida common stock at an offer price of $9.00 per share in cash, plus one non-tradeable contingent value right (CVR) for potential additional payments up to $4.00 per share contingent on the achievement of specific milestones. The document outlines updated negotiations and potential future arrangements between Poseida's executives and the Parent company post-merger. It also includes revisions to prior projections regarding the company's financial outlook and the probability of milestone achievements relevant to the CVR.

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