Metsera Receives Amended Proposal from Novo Nordisk; Metsera Declares Novo Nordisk Amended Proposal "Superior"

Core Viewpoint - Novo Nordisk's amended proposal to acquire Metsera values the company at up to $86.20 per share, totaling approximately $10.0 billion, which is superior to Pfizer's revised proposal valuing Metsera at up to $70.00 per share, approximately $8.1 billion [1][4]. Summary by Sections Novo Nordisk Proposal - The proposal consists of two steps: - In the first step, Novo Nordisk would pay $62.20 per Metsera common share in cash, up from $56.50, and Metsera would issue non-voting preferred stock representing 50% of its share capital [2]. - A dividend of $62.20 per common share would be declared, with a record date ten days after signing the definitive agreements [2]. Contingent Value Right (CVR) - In the second step, contingent upon shareholder and regulatory approval, Metsera shareholders would receive a CVR worth up to $24.00 per share in cash, based on development and regulatory approval milestones [3]. Valuation and Premium - The proposal values Metsera at up to $86.20 per share, representing a 159% premium over its closing price on September 19, 2025, before the Pfizer transaction announcement [4]. Pfizer Merger Agreement - Metsera has notified Pfizer of the Novo Nordisk proposal being a "Superior Company Proposal," triggering a two-business-day negotiation period for Pfizer to adjust its merger terms [5]. - If the Board concludes that the Novo Nordisk proposal remains superior after negotiations, Metsera may terminate the Pfizer Merger Agreement [6]. Revised Pfizer Proposal - Pfizer's revised proposal increased the upfront cash consideration to $60.00 per share but reduced the CVR to up to $10.00 per share [7]. - The revised proposal also included conditions for Metsera shareholders to sell a portion of their stock to Pfizer and required Metsera to issue a press release regarding the risks of the Novo Nordisk proposal [7]. Board Recommendation - Metsera's Board of Directors continues to recommend approval of the Pfizer Merger Agreement, but no immediate action is required from shareholders [8].