Novo Nordisk Submits Updated Unsolicited Proposal to Acquire Metsera, Inc.

Novo Nordisk has announced the submission of an updated, unsolicited proposal to acquire Metsera, Inc., which has been deemed a superior offer by Metsera’s Board of Directors.

The proposed acquisition would grant Novo Nordisk access to Metsera’s early- and late-stage incretin and non-incretin analogue peptide programmes, enhancing its ability to develop complementary therapies. This move aligns with Novo Nordisk’s long-term strategy of advancing innovative and differentiated treatments to address obesity, diabetes, and related comorbidities—ultimately reaching millions more patients worldwide.

Details of the Updated Proposal

Under the terms of the offer, Novo Nordisk proposes to acquire all outstanding shares of Metsera’s common stock for USD 62.20 per share in cash, valuing the company at an approximate equity value of USD 7.2 billion (or an enterprise value of USD 6.7 billion). In addition, contingent value rights (CVRs) of up to USD 24.00 per share in cash (approximately USD 2.8 billion) will be payable upon the achievement of certain clinical and regulatory milestones.

The cash consideration would be paid at signing in exchange for non-voting preferred stock representing 50% of Metsera’s share capital, while the CVRs would be issued upon completion of the acquisition in exchange for the remaining shares.

Novo Nordisk emphasized that the proposal complies with all applicable laws and serves the best interests of patients, stakeholders, and Metsera’s shareholders. The offer also underscores the company’s commitment to innovation and continued investment in the United States.

Relationship to Pfizer’s Existing Agreement

The proposal remains subject to the terms of Metsera’s existing merger agreement with Pfizer. Under that agreement, Pfizer has the right to negotiate revisions that would render Novo Nordisk’s proposal no longer superior. If, after this negotiation period, Metsera’s board maintains that the Novo Nordisk proposal is still superior, Metsera would be entitled to terminate the Pfizer agreement and proceed with Novo Nordisk.

For more information, visit www.novonordisk.com.

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