Pfizer, Metsera Amend Merger Agreement; Metsera Board Reaffirms Support

NEW YORK – Metsera Inc. (NASDAQ: MTSR) has announced an amended merger agreement with Pfizer, valuing Metsera at up to $86.25 per share. The revised deal structure, announced today, comprises $65.60 per share in cash upfront, coupled with a contingent value right (CVR) potentially adding up to $20.65 per share in cash, contingent upon the achievement of specific developmental or regulatory milestones.

The Metsera Board of Directors is throwing its full weight behind the deal, unanimously recommending that shareholders approve the Pfizer merger, citing the revised terms as optimal for shareholder value and deal certainty. The Board’s decision appears to be influenced by concerns raised by the U.S. Federal Trade Commission regarding potential antitrust issues related to a previously proposed structure involving Novo Nordisk. Specifically, the FTC flagged potential risks under U.S. antitrust law, prompting the Board to reassess the Novo Nordisk proposal.

“The Board 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merger with Pfizer, including risks that the initial dividend may never be paid or may be subsequently challenged or rescinded,” Metsera said in a statement. This suggests a potential for prolonged regulatory hurdles and uncertainty surrounding the final payout to shareholders. The Board underscored its commitment to the Pfizer merger, emphasizing its ability to provide immediate and substantial value to Metsera stockholders, projecting a swift closure post the shareholder meeting scheduled for November 13.

Deal Rationale and Strategic Implications

This amended agreement underscores the intense competition in the pharmaceutical landscape, particularly in acquiring promising drug candidates. Metsera’s pipeline, while not explicitly detailed in the announcement, is presumed to hold significant appeal for Pfizer. The CVR structure suggests that a portion of Metsera’s value is tied to the successful development and commercialization of these pipeline assets.

Analysts suggest that Pfizer’s willingness to include a CVR highlights its confidence in Metsera’s research and development capabilities and potential blockbuster drugs, while mitigating some of the upfront financial risks. From Pfizer’s perspective, acquiring Metsera provides access to potentially innovative therapies and strengthens its market position. The acquisition also highlights industry consolidation trends, as Big Pharma companies seek to bolster their pipelines through strategic acquisitions, rather than relying solely on in-house research.

Unanimous Board Support

The Metsera Board of Directors has unanimously reaffirmed its recommendation for shareholders to approve the amended Pfizer merger agreement. The board emphasizes the merger’s potential to deliver immediate and substantial value to Metsera’s stockholders, and anticipates the deal will close shortly after the shareholder meeting on November 13th.