NEW YORK CITY (dpa-AFX) - Metsera, Inc. (MTSR) said its Board had determined that an unsolicited proposal that it received from Novo Nordisk A/S to acquire Metsera constitutes a Superior Company Proposal as defined in existing merger agreement with Pfizer. The proposal values Metsera at up to $77.75 per share, for a total of approximately $9 billion.
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. Metsera would declare a dividend of $56.50 per Metsera common share in cash. In the second step, Metsera shareholders would receive a contingent value right representing up to $21.25 per share in cash based on development and regulatory approval milestones, and Novo Nordisk would acquire the remainder of the outstanding shares of Metsera.
Separately, Pfizer said the proposal is illusory and cannot qualify as a superior proposal under agreement with Metsera, and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement.
Shares of Metsera are up 19% in pre-market trade on Thursday.
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