Pfizer and Metsera Enter into Merger Agreement Amendment; Metsera's Board of Directors Reaffirms Support of Merger with Pfizer

Core Viewpoint - Metsera, Inc. has entered into an amended merger agreement with Pfizer, valuing the company at up to $86.25 per share, which includes $65.60 in cash and a contingent value right of up to $20.65 per share [1][5]. Group 1: Merger Agreement Details - The revised terms of the merger with Pfizer are considered the best transaction for Metsera's shareholders in terms of value and certainty of closing [2]. - The Metsera Board of Directors unanimously recommends that shareholders approve the amended merger agreement with Pfizer [3][5]. - The transaction is expected to close promptly after the stockholder meeting scheduled for November 13 [2]. Group 2: Comparison with Novo Nordisk - Metsera's Board determined that the proposed merger with Novo Nordisk posed unacceptably high legal and regulatory risks compared to the Pfizer merger [2]. - Concerns included the potential for the initial dividend from Novo Nordisk to be challenged or rescinded, which influenced the decision to favor the Pfizer agreement [2]. Group 3: Value Proposition - The merger with Pfizer is believed to create real, certain, and immediate value for Metsera's stockholders and will allow important drug candidates to compete effectively in the market [5].