Metsera enters deal to be acquired by Pfizer for up to $86.25 per share

Metsera (MTSR) announced that it has entered into an amended merger agreement with Pfizer (PFE), pursuant to which Pfizer will acquire Metsera for up to $86.25 per share, consisting of $65.60 per share in cash and a contingent value right entitling holders to additional payments of up to $20.65 per share in cash. The Metsera board has determined that the revised terms represent the best transaction for shareholders, “both from the perspective of value and certainty of closing.” The company added, “In addition, in light of recent circumstances, including the receipt by Metsera of a call from the U.S. Federal Trade Commission regarding potential risks from proceeding with the proposed Novo Nordisk (NVO) structure under U.S. antitrust laws, the Metsera Board of Directors has further determined that the transaction proposed by Novo Nordisk presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer, including risks that the initial dividend may never be paid or may be subsequently challenged or rescinded. Metsera remains committed to the merger with Pfizer, which Metsera believes will deliver immediate and substantial value to Metsera stockholders, and the parties expect to close promptly following the stockholder meeting on November 13.”