Metsera, Inc. announced that it has entered into an amended merger agreement with Pfizer Inc., under which Pfizer will acquire Metsera for up to $86.25 per share. The offer includes $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.
According to Metsera, its board of directors unanimously approved the revised agreement, calling it the best transaction for shareholders in terms of both value and certainty of closing.
The decision follows a recent inquiry from the US Federal Trade Commission (FTC) regarding potential antitrust risks associated with a competing proposal from Novo Nordisk. Metsera’s board concluded that the Novo Nordisk offer posed significant legal and regulatory uncertainties, including risks that “the initial dividend may never be paid or may be subsequently challenged or rescinded.”
Metsera reaffirmed its commitment to the Pfizer transaction, which it said “will deliver immediate and substantial value” to shareholders. The company added that both parties expect to close the merger shortly after the stockholder meeting scheduled for November 13.