After a surprising turn of events saw the acquisition of Metsera turn into a bidding war between Pfizer and Novo Nordisk, Metsera announced it has entered into an amended merger agreement with Pfizer which values Metsera at $86.25-per-share.

On the heels of this announcement, Novo Nordisk confirmed that it has no intention to pursue an increased acquisition offer to Metsera following its most recent offer from November 6, 2025, of $65.60 per share.²

Metsera’s statement on its decision to enter an amended merger agreement with Pfizer

In a press release, Metsera wrote,“The Metsera Board of Directors has determined that the revised terms represent the best transaction for shareholders, both from the perspective of value and certainty of closing. In addition, in light of recent circumstances, including the receipt by Metsera of a call from the U.S. Federal Trade Commission regarding potential risks from proceeding with the proposed Novo Nordisk structure under U.S. antitrust laws, the Metsera Board of Directors has further determined that the transaction proposed by Novo Nordisk presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer, including risks that the initial dividend may never be paid or may be subsequently challenged or rescinded.”

What are the details of Metsera and Pfizer’s amended merger agreement?

Per the terms of the amended merger agreement, Pfizer is set to acquire Metsera for $86.25 per share, consisting of a price of $65.60 per share in cash and a contingent value right (CVR) entitling stockholders additional payments upwards of $20.65 per share in cash.¹ The total acquisition is valued at around $10 billion.

As mentioned in Metsera’s press release, “Metsera remains committed to the merger with Pfizer, which Metsera believes will deliver immediate and substantial value to Metsera stockholders, and the parties expect to close promptly following the stockholder meeting on November 13.”

Metsera's board of directors unanimously reaffirmed its previous recommendation to shareholders to approve the adoption of its merger agreement with Pfizer, and also asked that holders of Metsera common stock vote at the special meeting approving the adoption of the amended Pfizer merger agreement, and to approve the merger with Pfizer on the terms and subject to the conditions set forth in the amended Pfizer merger agreement.¹

What led to Novo Nordisk’s decision to not increase its proposal offer for Metsera?

The bidding war for Metsera began just a week after news broke of Pfizer’s initial acquisition of Metsera for a price of $47.50 per share, in which Novo Nordisk sent an unsolicited proposal offer to Metsera for a price of $56.60 per share. After Novo Nordisk sent its offer, Metsera’s board of directors deemed Novo Nordisk’s proposal as a “Superior Company Proposal,” and informed Pfizer of its decision.

This lead to Pfizer filing suits against Novo Nordisk, Metsera, and Mestera’s board of directors for breach of contract, and another for violation of antitrust claims.

On November 4, 2025, just a day after Pfizer filed its suits against Novo Nordisk and Metsera, Novo Nordisk submitted an amended acquisition proposal to Metsera for $62.20 per share, a total value of $7.2 billion. Shortly after receiving the amended proposal, Metsera’s board of directors suggested to stockholders to approved Pfizer’s acquisition.³

Novo Noridisk’ final acquisition proposal for Metsera was sent on November 6, 2025, for $65.60 per share and a total value of $7.6 billion.²

Novo Nordisk’s statement on its decision to not increase its acquisition proposal

As stated in a press release on Novo Nordisk’s website, “Following a competitive process and after careful consideration, Novo Nordisk will not increase its offer to acquire Metsera consistent with its commitment to financial discipline and shareholder value.”

Sources

1. Pfizer and Metsera Enter into Merger Agreement Amendment; Metsera's Board of Directors Reaffirms Support of Merger with Pfizer Metsera November 7, 2025 https://investors.metsera.com/news-releases/news-release-details/pfizer-and-metsera-enter-merger-agreement-amendment-metseras
2. Novo Nordisk will not increase its proposal to acquire Metsera, Inc. Novo Nordisk November 8, 2025 https://www.novonordisk.com/content/nncorp/global/en/news-and-media/news-and-ir-materials/news-details.html?id=916454
3. Novo Nordisk Sends Amended Acquisition Proposal to Metsera Pharmaceutical Executive November 5, 2025 https://www.pharmexec.com/view/novo-nordisk-sends-amended-acquisition-proposal-metsera