Novo Nordisk offers to buy Metsera for up to $77.75 per share, or $9B

Metsera (MTSR) announced that its Board of Directors had determined, after consultation with its outside counsel and financial advisors, that an unsolicited proposal that Metsera received from Novo Nordisk A/S (NVO) to acquire Metsera constitutes a “Superior Company Proposal” as defined in Metsera’s existing Merger Agreement with Pfizer (PFE). Novo Nordisk’s Proposal is structured in two steps. In the first step, immediately following the signing of a definitive agreement, Novo Nordisk would pay Metsera $56.50 per Metsera common share in cash as well as certain amounts in respect of Metsera employee equity and transaction expenses. In exchange, Metsera would issue Novo Nordisk non-voting preferred stock representing 50% of Metsera’s share capital. On the same day, Metsera would declare a dividend of $56.50 per Metsera common share in cash, to be paid ten days later. In the second step, which would happen only after receiving approval from Metsera shareholders and relevant regulators, Metsera shareholders would receive a contingent value right representing up to $21.25 per share in cash based on development and regulatory approval milestones substantially similar to those agreed in the proposed merger between Metsera and Pfizer, and Novo Nordisk would acquire the remainder of the outstanding shares of Metsera. This proposal values Metsera at up to $77.75 per share, for a total of approximately $9 billion, representing an approximate 133% premium to Metsera’s closing price as of September 19, 2025, the last trading day before the Pfizer transaction was announced. Metsera today notified Pfizer of its declaration of the Novo Nordisk Proposal as a Superior Company Proposal. Under the terms of the Pfizer Merger Agreement, this notice triggers a four business day period during which Pfizer has the right to negotiate with Metsera adjustments to the terms and conditions of the Pfizer Merger Agreement so that the Novo Nordisk Proposal would cease to constitute a Superior Company Proposal. Pfizer has informed Metsera that it does not believe Metsera has the right to deliver the Notice. Metsera disagrees with Pfizer’s view. Following the conclusion of this period, if Metsera’s Board of Directors concludes in good faith, after consultation with its outside counsel and financial advisor, that, after considering any adjustments to the terms of the Pfizer Merger Agreement proposed by Pfizer, the Novo Nordisk Proposal continues to constitute a Superior Company Proposal, Metsera would be entitled to terminate the Pfizer Merger Agreement. At this time, the Pfizer Merger Agreement remains in full effect, and Metsera’s Board of Directors reaffirm their recommendation that the holders of Metsera common stock approve the adoption of the Pfizer Merger Agreement and approve the Merger with Pfizer on the terms and subject to the conditions set forth in the Pfizer Merger Agreement. However, no action by Metsera shareholders is required at this time.