This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Poseida
Therapeutics, Inc., a Delaware corporation (the “Company” or “Poseida”), with the Securities and Exchange Commission on December 9, 2024, relating to the tender offer on Schedule TO filed with the Securities and Exchange
Commission on December 9, 2024 by Roche Holdings, Inc., a Delaware corporation (“Parent”) and Blue Giant Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms
and subject to the conditions of the Agreement and Plan of Merger, dated as of November 25, 2024 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and Poseida, to acquire
all of the outstanding shares of common stock of Poseida, $0.0001 par value per share (the “Shares”) at a per Share offer price of (i) $9.00 in cash, and (ii) one non-tradeable contingent value
right representing the right to receive certain contingent payments of up to an aggregate amount of $4.00 per Share in cash upon the achievement of specified milestones, subject to and in accordance with the terms of the Contingent Value Rights
Agreement to be entered into with Computershare Inc., a Delaware corporation and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, in each case, without interest, and subject to any applicable withholding taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 2024 and the related Letter of Transmittal, as each may be amended or supplemented from time to time. Any capitalized term used and not otherwise
defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
This Amendment No. 3 is
being filed to reflect certain updates to the Schedule 14D-9 as set forth below. Except as otherwise set forth below, the information set forth in the Schedule 14D-9
remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 3.
Item 8. Additional
Information.
Item 8 of the Schedule 14D-9 is hereby amended and
supplemented by deleting the third paragraph under the section titled “U.S. Antitrust” in its entirety and replacing it with the following:
“The waiting period under the HSR Act expired on January 6, 2025, at 11:59 p.m., New York City time. Accordingly, the condition to
the Offer requiring that the waiting period (or any extension thereof) under the HSR Act applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated has been satisfied. The Offer continues to be subject to the
remaining conditions set forth in the Offer to Purchase.”