Novo is now proposing to buy Metsera for as much as $77.75 per share, compared to Pfizer’s maximum bid value of $70 per share.
- Novo has proposed to acquire all outstanding shares of Metsera’s common stock at a price of $56.50 per share in cash and additional milestone payments of up to $21.25 per share.
- Pfizer on Thursday lashed out at the proposal, terming it “reckless,” “unprecedented,” and “illusory.”
- Metsera declared that the Novo Nordisk proposal is “superior” and it may negotiate potential adjustments to the existing Pfizer transaction in light of the new proposal.
Danish drugmaker Novo Nordisk (NVO) said on Thursday that it has submitted an unsolicited proposal to acquire Metsera, Inc. (MTSR) after Pfizer (PFE) agreed to acquire the smaller obesity biopharmaceutical company in September.
New York City-based Metsera is developing medicines for obesity and cardiometabolic diseases. Novo has proposed to acquire all outstanding shares of Metsera’s common stock at a price of $56.50 per share in cash and contingent value rights (CVRs) for up to $21.25 per share in cash, which will be received on the achievement of certain milestones.
The company also said that the cash consideration would be paid at signing in exchange for non-voting preferred stock representing 50% of Metsera’s share capital. The CVRs will be issued upon the closing of the acquisition in exchange for the remaining shares, it added.
Pfizer-Metsera Deal
Pfizer had said in September that it would acquire Metsera for $47.50 per share in cash at closing, and contingent value rights (CVR) entitling holders to potential additional payments of up to $22.50 per share in cash tied to three specific clinical and regulatory milestones.
Novo is now proposing to buy Metsera for as much as $77.75 per share, compared to Pfizer’s maximum bid value of $70 per share.
Pfizer Hits Back
Pfizer on Thursday lashed out at the proposal, terming it “reckless,” “unprecedented,” and “illusory.”
“It is an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger,” Pfizer said. “The proposal is illusory and cannot qualify as a superior proposal under Pfizer’s agreement with Metsera, and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement,” it added.
According to Pfizer, Metsera previously rejected Novo Nordisk’s proposal due to “a variety of risks” in its deal structure.
Metsera Responds
Metsera on Thursday declared that the Novo Nordisk proposal is “superior,” and it may negotiate potential adjustments to the existing Pfizer transaction in light of the new offer.
Pfizer has the right to negotiate adjustments for four business days from Thursday’s notice, it noted.
While Pfizer holds that it does not believe Metsera has the right to deliver this notice, Metsera said that it disagrees. Metsera would be entitled to terminate the Pfizer merger agreement if Novo’s proposal continues to constitute a superior proposal, it said.
“At this time, the Pfizer Merger Agreement remains in full effect, and Metsera’s Board of Directors reaffirm their recommendation that the holders of Metsera common stock approve the adoption of the Pfizer Merger Agreement and approve the Merger with Pfizer on the terms and subject to the conditions set forth in the Pfizer Merger Agreement,” the company said.
How Did Stocktwits Users React?
MTSR shares traded 20% higher in the pre-market session at the time of writing, while NVO shares slumped 2%. On Stocktwits, retail sentiment around MTSR jumped from ‘neutral’ to ‘extremely bullish’ territory over the past 24 hours, while message volume jumped from ‘low’ to ‘high’ levels.
MTSR stock has nearly doubled this year.
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