Roche has announced a definitive merger agreement to acquire the San Diego-based clinical-stage biopharmaceutical company Poseida Therapeutics, marking a significant expansion of its cell therapy portfolio. The acquisition, valued at up to US$1.5 billion, builds upon an existing partnership established in 2022 and aims to accelerate the development of off-the-shelf CAR-T cell therapies.

The acquisition brings several promising allogeneic CAR-T programmes under Roche’s control, including P-BCMA-ALLO1, which has already received Regenerative Medicine Advanced Therapy designation for relapsed/refractory multiple myeloma. This lead programme has shown encouraging early clinical data, as reported at the recent International Myeloma Society annual meeting.

Of particular interest is P-CD19CD20-ALLO1, a dual CAR-T therapy currently in Phase 1 trials for B-cell malignancies. The programme has recently expanded beyond oncology, with Investigational New Drug (IND) applications filed for multiple sclerosis and systemic lupus erythematosus, potentially broadening the therapeutic applications of CAR-T technology into autoimmune conditions.

Manufacturing capabilities and technological platforms

The merger provides Roche with access to Poseida’s proprietary genetic editing platforms, including their non-viral transposon-based DNA delivery system and Cas-CLOVER Site-Specific Gene Editing System. These technologies, coupled with Poseida’s GMP manufacturing capabilities, could prove crucial for scaling up allogeneic cell therapy production.

Dr Levi Garraway, Head of Product Development and Chief Medical Officer at Roche, said: “This exciting acquisition will allow us to drive further progress in allogeneic cell therapy while leveraging the successful existing partnership with Poseida. We are very encouraged by the early clinical data, and this acquisition builds on our joint progress to catalyse the development of potentially first and best-in-class cell therapies in oncology, immunology and neurology.”

Financial terms

The agreement includes an upfront payment of $9.00 per share in cash, representing a 215% premium to Poseida’s closing share price on 25 November 2024. Additional milestone payments of up to $4.00 per share could bring the total deal value to $1.5 billion. These contingent value rights (CVRs) are tied to specific clinical development and commercial milestones, including the initiation of pivotal studies for P-BCMA-ALLO1 and P-CD19CD20-ALLO1, and the first commercial sale of a P-BCMA-ALLO1 product.

The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions and regulatory approvals. Current Poseida employees will be integrated into Roche’s Pharmaceuticals Division, ensuring continuity of expertise in cell therapy development and manufacturing.