Novo Nordisk's Offer Elevates Metsera's Value

Metsera, Inc. (NASDAQ: MTSR) announced today that the board of directors, after consultations with external advisors, has determined that the updated offer received from Novo Nordisk A/S (Nasdaq Copenhagen: NOVO B) constitutes a "Superior Company Proposal" compared to the current merger agreement with Pfizer.

Novo Nordisk values Metsera's shares at $86.20, with a total valuation of approximately $10.0 billion. This offer presents a share value of $70.00 for Metsera, which amounts to a total valuation of approximately $8.1 billion based on Pfizer's updated offer.

In the first phase of the Novo Nordisk offer, it is planned that upon signing the definitive agreement, a cash payment of $62.20 will be made for each share of Metsera (which was previously $56.50). Additionally, certain amounts will be paid for Metsera's employee shares and transaction costs. Metsera will also pay a cash dividend of $62.20 on the same day, which will be recorded ten days after the contract is signed and paid shortly thereafter.

In the second phase of the offer, upon approval, Metsera's shareholders will receive a value right (CVR) of $24.00 for each share, contingent upon achievement of development and regulatory approval milestones. During this phase, Novo Nordisk also plans to acquire the remaining shares of Metsera.

Metsera has informed Pfizer of the details of the total offer, which, under the merger agreement with Pfizer, initiates a negotiation period of two business days for Pfizer to revise its offer. If at the end of this period the Metsera board determines that the Novo Nordisk offer remains a "Superior Company Proposal," it will have the right to terminate the merger agreement with Pfizer.

Meanwhile, Pfizer has increased its cash payment per share to $60.00 in its updated offer but has set the value right payment at $10.00. The Metsera board continues to support the merger agreement with Pfizer, but there is currently no need for shareholders to take any action.

Metsera anticipates that the dividend payments will primarily be treated as a return of capital for U.S. federal tax purposes, and subsequently recorded as capital gains. The final tax treatment of the dividend payments will be determined based on the annual financial results ending December 31, 2025.