Metsera declares Novo Nordisk's $10 billion bid superior to Pfizer offer

Metsera Inc. (NASDAQ: MTSR) announced that its board determined a revised acquisition proposal from Novo Nordisk A/S (Copenhagen: NOVO B) constitutes a "Superior Company Proposal" under its existing merger agreement with Pfizer.

The Novo Nordisk proposal values Metsera at up to $86.20 per share, totaling approximately $10.0 billion. The structure includes an immediate payment of $62.20 per share in cash upon signing a definitive agreement, increased from $56.50 in the original proposal. Shareholders would also receive a dividend of $62.20 per share and contingent value rights worth up to $24.00 per share based on development and regulatory milestones.

This compares to a revised Pfizer proposal made November 3 that increased upfront consideration to $60.00 per share and reduced the contingent value rights to up to $10.00 per share, for a total maximum value of $70.00 per share or approximately $8.1 billion.

Under the Pfizer merger agreement terms, Metsera notified Pfizer of the superior proposal declaration, triggering a two business day period during which Pfizer can negotiate adjustments to its offer. The Pfizer merger agreement remains in effect during this period.

Metsera's board continues to recommend shareholders approve the Pfizer merger agreement, though no immediate shareholder action is required. The Novo Nordisk proposal represents approximately a 159% premium to Metsera's closing price on September 19, the last trading day before the Pfizer transaction announcement.

The information is based on a company press release statement.

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