Novo Nordisk values Metsera at $86.20.

Metsera, Inc. (NASDAQ: MTSR) board of directors stated that the revised proposal (Novo Nordisk Amended Proposal) received from Novo Nordisk A/S (Nasdaq Copenhagen: NOVO B) is a "Superior Company Proposal" under the existing merger agreement with Pfizer.

Novo Nordisk is proposing a two-phase structure in its offer. In the first phase, following the signing of the definitive agreement, Metsera will pay $62.20 in cash for each share. Additionally, specific amounts will be paid for employee shares and transaction-related expenses. Metsera will issue non-voting preferred stock to Novo Nordisk and will pay a cash dividend of $62.20 per share on the same day.

In the second phase, pending approval from Metsera shareholders and regulatory authorities, there will be a contingent value right (Contingent Value Right - CVR) of up to $24.00 per share. In this phase, Novo Nordisk will acquire the remaining shares of Metsera.

The total value of Novo Nordisk's offer is estimated at $86.20 per share, approximately $10.0 billion in total. This value represents a 159% premium compared to Metsera's closing price on September 19, 2025.

Metsera informed Pfizer that the Novo Nordisk proposal has been declared a "Superior Company Proposal." This notification initiates a two-business-day period during which Pfizer may exercise its right to renegotiate the terms of its offer.

If, after this process, the board of directors of Metsera determines that any adjustment proposed by Pfizer still qualifies as a "Superior Company Proposal," it will have the right to terminate the merger agreement with Pfizer.

Additionally, the fact that Pfizer's initial offer made on November 3, 2025 has increased to $60.00 per share but the contingent value right has decreased to $10.00 has influenced Metsera's decision.

The board of directors of Metsera continues to recommend approval of the current Pfizer merger agreement. However, at this time, no action is required from Metsera shareholders.

Metsera expects that the dividends will mostly be refundable for U.S. federal tax purposes. The final tax treatment of the dividend will depend on Metsera's financial results as of December 31, 2025.