Metsera Gets Revised Bids From Pfizer, Novo Nordisk: Here’s Why It Matters

• Novo’s new proposal values Metsera at about $10 billion while Pfizer’s revised proposal values the company at about $8.1 billion. 
• Pfizer now has two business days to negotiate the terms of its agreement with Metsera.
• As of date, Novo’s proposal constitutes a superior one to Pfizer’s, Metsera said. 
   

Metsera (MTSR) announced on Tuesday that it has received a revised acquisition proposal from Novo Nordisk (NVO) valuing the company at up to $86.20 per share or approximately $10 billion.

The new proposal constitutes a superior proposal to its existing merger agreement with Pfizer, the company noted.

Revised Proposals

Under the revised proposal, Novo Nordisk would pay Metsera $62.20 per Metsera common share in cash, up from $56.50 in the original proposal, immediately after the signing of a definite deal. Metsera would issue non-voting preferred stock to Novo Nordisk, representing 50% of Metsera's share capital in exchange.

Following approval from shareholders and regulators, Metsera shareholders will then receive a contingent value right representing up to $24.00 per share in cash, an increase from $22.50 in the initial proposal, contingent upon the completion of certain milestones. Novo will then acquire the remainder of the outstanding shares.

Metsera also said that Pfizer revised the terms of its agreement on Monday. Pfizer increased the upfront consideration to $60.00 per share in cash, up from $47.50, and decreased the amount payable under CVR to up to $10.00 per share in cash, down from $22.50, it said. The revised Pfizer proposal values Metsera at up to $70 per share or $8.1 billion.

However, Novo’s proposal continues to be a superior one, and Pfizer has two business days to negotiate with Metsera for further adjustments to the terms and conditions of the merger agreement.

Metsera said that it would be entitled to terminate its merger agreement with Pfizer if Novo’s proposal continues to be superior. However, at this time, the Pfizer Merger Agreement remains in full effect, it added.

Pfizer Hits Back At Novo Bid

Novo Nordisk first announced on Thursday that it has submitted an unsolicited proposal to acquire Metsera, following Pfizer's agreement to acquire the smaller obesity biopharmaceutical company in September. Pfizer has since filed two lawsuits against the proposal.

The lawsuit filed earlier this week against Metsera, its controlling stockholders and Novo Nordisk alleges that Novo Nordisk’s proposal to acquire Metsera constitutes an anticompetitive action by the company to protect its dominant market position in GLP-1 drugs by capturing and killing a nascent American competitor before it gains the support of Pfizer.

Pfizer also filed a separate lawsuit last week against Metsera, its board and Novo, asserting claims for breach of contract and fiduciary duty. It has also filed a motion with the Court of Chancery, requesting that the court issue a temporary restraining order to block Metsera from terminating the merger agreement with itself.

How Did Stocktwits Users React?

MTSR stock traded 20% higher at the time of writing. On Stocktwits, retail sentiment around Metsera stayed within the ‘extremely bullish’ territory while message volume remained at ‘extremely high’ levels.

MTSR stock is up by 175% this year.

Read also: Elon Musk’s $1T Pay Package Gets A Thumbs Up From Baron Capital

For updates and corrections, email newsroom[at]stocktwits[dot]com.

Share

·

Add us on