On Thursday, Metsera Inc. (NASDAQ:MTSR) received an unsolicited acquisition proposal from Novo Nordisk A/S (NYSE:NVO).
Metsera said the proposal constitutes a “Superior Company Proposal” as defined in Metsera’s existing Merger Agreement with Pfizer Inc (NYSE:PFE).
In September, Pfizer agreed to acquire Metsera for $47.50 per share in cash, representing an enterprise value of approximately $4.9 billion.
The acquisition brings a portfolio of differentiated oral and injectable incretin, non-incretin, and combination therapy candidates.
Novo Nordisk’s proposal is structured in two steps.
- In the first step, immediately following the signing of a definitive agreement, Novo Nordisk would pay Metsera $56.50 per share in cash, as well as certain amounts related to Metsera employee equity and transaction expenses.
- In exchange, Metsera would issue Novo Nordisk non-voting preferred stock representing 50% of Metsera’s share capital.
- On the same day, Metsera would declare a dividend of $56.50 per Metsera common share, payable in cash, to be distributed 10 days later.
In the second step, which would happen only after receiving approval from Metsera shareholders and relevant regulators, Metsera shareholders would receive a contingent value right representing up to $21.25 per share in cash based on development and regulatory approval milestones.
This proposal values Metsera at up to $77.75 per share, for approximately $9 billion.
Pfizer, in a press release on Thursday, stated that it is aware of Novo Nordisk’s proposal, which it considers “reckless and unprecedented.”
Pfizer stated that it is an attempt by a company with a dominant market position to suppress competition in violation of the law by acquiring an emerging American challenger.
It is also structured in a way that circumvents antitrust laws and carries substantial regulatory and operational risks.
The proposal is illusory and cannot qualify as a superior proposal under Pfizer’s agreement with Metsera.
Pfizer is prepared to pursue all legal avenues to enforce its rights under the agreement.
As disclosed in Metsera’s proxy, the Board of Metsera previously rejected Novo Nordisk’s proposal due to “a variety of risks” in its deal structure. The Board chose Pfizer over other bidders because none “could complete an acquisition of 100% of Metsera’s equity with the same level of certainty or on the same expected timeline as Pfizer.”
Price Action: MTSR stock is up 21.03% at $63.19, and NVO stock is down 2.31% at $50.19 at the last check on Thursday.
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