Metsera announced that it has entered into an amended merger agreement with Pfizer, ending a bidding war between Pfizer and Novo Nordisk with deal now worth up to $10 billion.
Per the new deal, Pfizer will acquire Metsera for up to $86.25 per share, consisting of $65.60 per share in cash and a contingent value right (CVR) entitling holders to additional payments of up to $20.65 per share in cash.
The original agreement, inked in September, had Pfizer paying up to $7.3 billion. Weeks later, obesity med giant Novo Nordisk submitted an unsolicited proposal to acquire Metsera, with a total deal value of $9 billion.
Metsera’s board determined that the Novo bid constituted a "superior company proposal" as defined in Metsera's existing merger agreement with Pfizer, triggering a four-day period during which Pfizer has the right to negotiate with Metsera. Pfizer then filed a lawsuit against Metsera, its board of directors and Novo Nordisk in a Delaware court for claims arising from what Pfizer called a breach of the merger agreement.
Now, the Metsera board says the revised terms represent the best transaction for shareholders. Metsera also says it received a call from the U.S. FTC regarding potential risks from proceeding with the proposed Novo Nordisk structure under U.S. antitrust laws and the board has determined that the transaction proposed by Novo “presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer.”
The deal — now expected to close in mid-November — will give Pfizer a portfolio of differentiated oral and injectable incretin, non-incretin and combination therapy candidates.