Novo Nordisk recently confirmed reports about its unsolicited proposal submission to Metsera, aimed at acquiring its early and development stage incretin analogue peptide programs.¹ Both Metsera and Pfizer, who earlier this year agreed to a merger, released responses in reaction to the unexpected acquisition proposal.

What was Novo Nordisk’s proposal to Metsera?

According to a press release from Novo Nordisk, the terms of the proposal would allow Novo Nordisk to acquire all outstanding shares of Metsera’s common stock for $56.50-per-share in cash and contingent value rights (CVRs), valued up to $21.25-per-share in cash (based on the achievement of certain clinical and regulatory milestones).¹ The proposed acquisition prices Metsera at $77.75-per-share, for a total valuation of around $9 Billion and a 133% premium to Metsera’s closing price on the last trading day before it announced its merger agreement with Pfizer.² Cash consideration would be expected to be paid at signing in exchange for non-voting preferred stock, which represents 50% of Metsera’s share capital, along with CVRs being issued upon the closing of the acquisition in exchange for the remaining shares.¹

Metsera’s response to Novo Nordisk’s acquisition proposal

Metsera announced the decision from its board of director’s, which included consultation with its outside counsel and financial advisors, that Novo Nordisk’s acquisition proposal submission registers as a Superior Company Proposal as defined in its merger agreement with Pfizer.² According to a press release from Metsera, the company has notified Pfizer of its decision to classify Novo’s proposal as a Superior Company Proposal, which will initiate a four business day period during which Pfizer has the right to negotiate with Metsera to adjust the terms and conditions of its merger agreement in order to halt Novo Nordisk’s proposal from constituting as a Superior Company Proposal.² Following the closing of the four business day period, if Metsera's board of directors decides that the Novo Nordisk proposal continues to constitute as a Superior Company Proposal, Metsera would then be entitled to terminate the Pfizer Merger Agreement.²

As of Thursday, October 30, 2025, Pfizer’s merger agreement with Metsera remains in full effect. Pfizer has informed Metsera in its believe that Metsera does not have the rights to deliver the Notice. Metsera disagrees with Pfizer's opinion.²

Pfizer’s response to Novo’s Nordisk’s proposal

Pfizer’s response to Novo Nordisk’s prosed acquisition of Metsera labeled the proposal submission as “reckless and unprecedented.” In a press release, Pfizer continued to say the proposal was “an attempt by a company with a dominant market position to suppress competition.” The company also confirmed its stance on believing the proposal does not constitute as a Superior Company Proposal, claiming that the proposal is “illusory,” and stating that it fails to qualify as a superior proposal, per the terms of Pfizer’s agreement with Metsera.³ Pfizer continues to say its “prepared to pursue all legal avenues to enforce its rights under its agreement.”³

Sources

1. Novo Nordisk submits proposal to acquire Metsera, Inc. Novo Nordisk October 30, 2025 https://www.globenewswire.com/news-release/2025/10/30/3177127/0/en/Novo-Nordisk-submits-proposal-to-acquire-Metsera-Inc.html
2. Metsera Receives Unsolicited Proposal from Novo Nordisk Metsera October 30, 2025 https://investors.metsera.com/news-releases/news-release-details/metsera-receives-unsolicited-proposal-novo-nordisk
3. Pfizer Addresses Proposal for Metsera Pfizer October 30, 2025 https://www.pfizer.com/news/press-release/press-release-detail/pfizer-addresses-proposal-metsera