Following Novo Nordisk’s original proposal to acquire Metsera, which resulted in Pfizer filing lawsuits against Novo Nordisk, Metsera’s board of directors, and Metsera, Novo Nordisk has sent an amended acquisition offer to Metsera, which its board of directors, after consultation with its outside counsel and financial advisors, constitutes as a “Superior Company proposal.”

Novo Nordisk’s amended proposal

According to a press release from Metsera, Novo Nordisk's proposal is designed with two steps. The first step follows the signing of a definitive agreement, in which Novo Nordisk would pay Metsera $62.20-per-share in cash, an increase from its original offer of $56.50-per-share. Metsera would then issue Novo Nordisk non-voting preferred stock for a total of 50% of its share capital.¹

The second step of Novo Nordisk’s proposal, which is set to follow through after receiving approval from Metsera shareholders and relevant regulators, Metsera shareholders would receive a contingent value right representing up to $24.00-per-share in cash, an increase from the initial proposal offer of $21.25, based on development and regulatory approval milestones the same as those agreed in the proposed merger between Metsera and Pfizer.¹ Once both step are completed, Novo Nordisk would then acquire the remainder of the outstanding shares of Metsera.

Novo Nordisk’s amended proposal values Metsera at $86.20-per-share, for a total value upwards of $10 billion, representing an approximate 159% premium to Metsera's closing price as of September 19, 2025, the last trading day before the Pfizer transaction was announced.¹

Pfizer’s amended proposal

When news broke of Novo Nordisk’s initial acquisition proposal, Pfizer released a statement in a press release, saying it, “is taking this action to enforce and preserve its rights under the merger agreement. Metsera’s and its Directors’ actions, as well as those of Novo Nordisk, are in clear violation of their respective contractual and legal obligations. We are confident in the merits of our case and look forward to presenting it to the Court.”

Despite filing suits against Metsera and Novo Nordisk, Pfizer decided it would also send an amended proposal to Metsera, including an increase to upfront considerations from $47.50-per-Metsera share, to $60.00 per share in cash, while also decreasing the amount payable under the CVR to $10.00 per share in cash from $22.50.¹ According to a press release from Metsera, Pfizer’s new proposal adopted the same commercially reasonable efforts standard for the CVR asNovo Nordisk’s amended proposal, requiring a shareholder of Metsera to sell Pfizer 14.9% of the common stock of Metsera, upon signing of the transaction, along with requiring Metsera to issue a press release stating thatNovo Nordisk’s proposal presented unacceptably high risks and was unviable.

What is Metsera’s board of directors’ decision?

Currently, Pfizer and Metsera’s initial merger agreement remains in full effect, with Metsera's board of directors reassuring its recommendation to Metsera stockholders to approve the adoption of its merger agreement with Pfizer, and to approve the Merger with Pfizer on the terms and subject to the conditions set forth in the Pfizer Merger Agreement.¹

Sources

1. Metsera Receives Amended Proposal from Novo Nordisk; Metsera Declares Novo Nordisk Amended Proposal "Superior" Metsera November 4, 2025 https://www.prnewswire.com/news-releases/metsera-receives-amended-proposal-from-novo-nordisk-metsera-declares-novo-nordisk-amended-proposal-superior-302604143.html