Pfizer and Metsera, a metabolic disease start-up, have confirmed an amended merger agreement, concluding a competitive bidding process between Pfizer and Novo Nordisk.
The two companies initially entered into a merger agreement in late September, under which Pfizer offered $4.9bn upfront, alongside contingent payments of $22.50 per share linked to clinical and regulatory milestones.
In late October, Novo Nordisk submitted an unsolicited acquisition proposal valuing Metsera at $6.5bn upfront, with up to $2.5bn in additional milestone payments. This was followed by an updated bid in early November worth $7.2bn upfront and up to $2.8bn in contingent payments.
Pfizer subsequently revised its offer to $86.25 per share, comprising $7.6bn upfront and potential future payments of up to $2.4bn – for a combined value of up to $10bn, matching Novo Nordisk’s final offer. However, while both bids have the same total value, Pfizer offered more in upfront payments ($7.6bn vs $7.2bn).
Metsera stated that Pfizer’s updated bid represented the “best overall option” for the company and its shareholders. The firm cited a call from the US Federal Trade Commission (FTC) “regarding potential risks from proceeding with the proposed Novo Nordisk structure under US antitrust laws” as a key consideration.
Metsera said Novo Nordisk’s proposal posed “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merger with Pfizer, including risks that the initial dividend may never be paid or may be subsequently challenged or rescinded”.
The companies expect the merger to close “promptly” following Metsera’s stockholder meeting in November, pending approval of the revised merger terms by Metsera’s Board of Directors and shareholders.