M&A - ROCHE HOLDINGS INC

Form Type: CORRESP

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524286009

Filing Summary: On December 27, 2024, Roche Holdings, Inc. and Blue Giant Acquisition Corp. responded to the SEC's comment letter regarding their Schedule TO-T filed on December 9, 2024, related to the proposed merger with Poseida Therapeutics, Inc. The companies clarified that they do not believe the transaction falls under Rule 13e-3 as a going-private transaction, asserting that they and their affiliates do not control Poseida nor possess any influence over its management and policies. The letter also discusses the reasons why the Merger is a result of arm's-length negotiations and affirms that unaffiliated Poseida stockholders would not be coerced into accepting the Offer due to the transparent and fair process followed during negotiations. The companies recognized the significance of the Collaboration Agreement between Roche and Poseida, noting that it does not affect Roche’s ability to exert control over Poseida. They addressed various SEC staff comments, including clarifications of the details of the Collaboration Agreement and the substantial payments made to Poseida, as well as ensuring compliance with federal securities laws. The response included confirmation of their financial arrangements for the transaction and a commitment to update disclosures as required.

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