Pfizer Sweetens Offer For Metsera To $86.25/shr Amid Escalating Bidding War With Novo Nordisk

(RTTNews) - Metsera Inc. (MTSR) announced that it has entered into an amended merger agreement with Pfizer, under which Pfizer will acquire Metsera for up to $86.25 per share. The deal includes $65.60 per share in cash and a contingent value right (CVR) that could provide additional payments of up to $20.65 per share in cash.

The Metsera Board of Directors has unanimously concluded that the revised terms offer the most favorable outcome for shareholders, balancing both value and certainty of closing. This decision follows recent developments, including a call from the U.S. Federal Trade Commission raising concerns about potential antitrust risks associated with the competing proposal from Novo Nordisk, Metsera said in a statement on Friday.

In light of these regulatory uncertainties—particularly the possibility that the initial dividend under Novo Nordisk's structure may never be paid or could be legally challenged—the Board determined that the Novo Nordisk offer carries unacceptable legal and regulatory risks.

Metsera reaffirmed its commitment to the merger with Pfizer, emphasizing that the transaction is expected to deliver immediate and substantial value to shareholders. The companies anticipate closing the deal promptly following the stockholder meeting scheduled for November 13.

On Wednesday, the Delaware Court of Chancery rejected Pfizer request for a temporary restraining order. The legal action aimed to block Metsera's Board of Directors from considering a rival acquisition offer submitted by Novo Nordisk.

In its response, Metsera had welcomed the court's decision and reaffirmed its dedication to prioritizing the interests of shareholders and patients.

Meanwhile, Pfizer had reaffirmed its position, asserting that Metsera breached its contractual obligations and that its board failed to uphold fiduciary duties to shareholders.

Pfizer had described Novo Nordisk's proposal as an "illusory" attempt to bypass antitrust scrutiny and expressed confidence that regulators in the U.S. and globally would reject what it called an unprecedented and unlawful strategy to eliminate a potential competitor.

On Tuesday, Metsera announced that the revised acquisition proposal received from pharmaceutical major Novo Nordisk A/S (NVO) was superior to Pfizer's revised bid.

Novo Nordisk's proposal would pay the company $62.20 per Metsera common share in cash (up from $56.50) along with certain amounts in respect to Metsera employee equity and transaction expenses. In turn, Metsera would declare a dividend of $62.20 per Metsera common share in cash (up from $56.50).

Metsera shareholders would also receive a contingent value right up to $24 per share in cash based on development and regulatory approval milestones.

This brought the proposal value up to $86.20 per share for a total of approximately $10 billion representing around 159 percent premium to Metsera's closing price as of September 19, 2025, the last trading day before the Pfizer transaction was announced.

Previously, Pfizer had proposed a consideration of $60 per share in cash (up from $47.50) and decreased the amount payable under the CVR to up to $10 per share in cash (down from $22.50) on November 3.

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