Metsera Gets Revised Bids From Pfizer, Novo Nordisk: Here’s Why It Matters

Metsera said that it would be entitled to terminate its merger agreement with Pfizer if Novo’s proposal continues to be superior.

Metsera (MTSR) announced on Tuesday that it has received a revised proposal from Novo Nordisk valuing the company at up to $86.20 per share or approximately $10 billion.

The new proposal constitutes a superior proposal to its existing merger agreement with Pfizer, the company noted.

Revised Proposals

Under the revised proposal, Novo Nordisk would pay Metsera $62.20 per Metsera common share in cash, up from $56.50 in the original proposal, in addition to a certain amount for Metsera employee equity and transaction expenses. Metsera would issue non-voting preferred stock to Novo Nordisk, representing 50% of Metsera's share capital in exchange.

Following approval from shareholders and regulators, Metsera shareholders will then receive a contingent value right representing up to $24.00 per share in cash, an increase from $22.50 in the initial proposal, contingent upon the completion of certain milestones. Novo will then acquire the remainder of the outstanding shares.

Metsera also said that Pfizer revised the terms of its agreement on Monday. Pfizer increased the upfront consideration to $60.00 per share in cash, up from $47.50, and decreased the amount payable under the CVR to up to $10.00 per share in cash, down from $22.50, it said.

Metsera said that it would be entitled to terminate its merger agreement with Pfizer if Novo’s proposal continues to be superior after two business days. 

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