Tender Offers for Poseida Therapeutics, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-01-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525002581
Comments: This document is an Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Poseida Therapeutics, Inc., related to a tender offer initiated by Roche Holdings, Inc. and Blue Giant Acquisition Corp. for the outstanding shares of Poseida common stock at a price of $9.00 per share in cash, along with a non-tradeable contingent value right worth up to $4.00 per share contingent on specific milestones. The amendment reflects updates including confirmation that the waiting period under the HSR Act expired on January 6, 2025, satisfying a condition of the tender offer. The amendment incorporates updates to the offer conditions while reiterating that all other previously disclosed information in the Schedule 14D-9 remains pertinent. The filing is undertaken by Kristin Yarema, CEO of Poseida Therapeutics.
Document Link: View Document
Additional details:
Inserted Date: 2025-01-07
Offer Price: $9.00
Contingent Value Rights: up to $4.00 per share
Hsr Expiration Date: 2025-01-06T23:59:00-05:00
Form Type: SC TO-T/A
Filing Date: 2025-01-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525002577
Comments: Poseida Therapeutics, Inc. is currently the subject of a tender offer by Blue Giant Acquisition Corp., a wholly owned subsidiary of Roche Holdings, Inc. This amendment (Amendment No. 3) to the Tender Offer Statement on Schedule TO clarifies the offer to acquire all outstanding shares of Poseida's common stock at a price of $9.00 per share in cash, plus a contingent value right (CVR) that could yield an additional $4.00 per share based on certain milestones. The waiting period under the HSR Act applicable to the offer expired on January 6, 2025, satisfying the condition to the Offer relating to antitrust regulations. The amendment updates legal matters related to the offer as per Section 16 of the Offer to Purchase documentation.
Document Link: View Document
Additional details:
Cash Amount: $9.00
Contingent Value Right: up to $4.00 per Share
Waiting Period Expiration Date: 2025-01-06
Form Type: SC TO-T/A
Filing Date: 2025-01-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525002140
Comments: This document serves as Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by Roche Holdings, Inc. and its wholly owned subsidiary Blue Giant Acquisition Corp. regarding the offer to purchase all outstanding shares of common stock of Poseida Therapeutics, Inc. The offered price is $9.00 per Share in cash, along with a non-transferable contingent value right (CVR) representing the potential for additional payments of up to $4.00 per Share based on achievement of specified milestones. The filing highlights that the Schedule TO originally filed on December 9, 2024, remains unchanged except for the newly added exhibit of the amended Form of CVR Agreement. Additional documentation related to the offer is included as exhibits, with previous amendments and supplemental communications referenced. This tender offer follows the Agreement and Plan of Merger dated November 25, 2024, and also references various related agreements and amendments made with respect to the company's collaborations and licenses.
Document Link: View Document
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 73730P108
Cash Amount Per Share: $9.00
Maximum Additional Payment Per Share: $4.00
Form Type: SC TO-T/A
Filing Date: 2024-12-27
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312524286006
Comments: Amendment No. 1 to the Tender Offer Statement under Schedule TO filed by Roche Holdings, Inc. and Blue Giant Acquisition Corp. details a cash tender offer of $9.00 per common share of Poseida Therapeutics, Inc., plus one non-transferable contingent value right per share, potentially worth up to $4.00. Roche plans to acquire Poseida, seeking about $1 billion in cash for shares and associated warrants, with an additional $500 million for CVR payments, funded by Roche's resources. The document elaborates on financial implications, Milestone Payments, and descriptions of the collaboration agreement related to specific CAR-T treatment programs. It outlines the conditions for withdrawal of tendered shares and emphasizes that the offer's completion is not subject to financing conditions.
Document Link: View Document
Additional details:
Offer Price: $9.00
Cvr Value Rights: up to $4.00
Total Funding Estimate: approximately $1.5 billion