This Amendment No. 4 (this “Amendment No. 4”) 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 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. 4 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. 4.
Item 8. Additional
Information.
Item 8 of the Schedule 14D-9 is hereby amended and
supplemented by adding a new section titled “Expiration of the Offer Period; Completion of the Merger” immediately before the section titled “Annual and Quarterly Reports” on page 48 of the Schedule
14D-9 as follows:
“Expiration of the Offering Period; Completion of the Merger
The Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m., New York City time, on January 7, 2025
(such time, the “Expiration Time”), and the Offer was not extended. Parent and Merger Sub were advised by Citibank, N.A., the depositary for the Offer (the “Depositary”), that, as of the Expiration Time, a total of 64,991,586
Shares had been validly tendered (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the DGCL) and not validly withdrawn pursuant to the Offer,
representing approximately 66.11% of the issued and outstanding Shares as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered (excluding any Shares tendered pursuant to guaranteed delivery procedures that have
not yet been received, as defined by Section 251(h)(6) of the DGCL) and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.
Merger Sub accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer, and payment of the Offer Consideration for
such Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement. Following acceptance for payment of the Shares, Merger Sub owned sufficient Shares to effect the Merger under Section 251(h) of the DGCL,
without a vote of Poseida’s stockholders. Accordingly, the Merger closed on January 8, 2025, with Merger Sub merging with and into Poseida, with Poseida continuing as the surviving corporation in the Merger and a wholly owned subsidiary of
Parent.
The Shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Parent and Merger Sub intend to take
steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Poseida’s reporting obligations under the Exchange Act as promptly as practicable.”