Form 8-K · Current Report · Filed 2025-11-04

Metsera Declares Novo Nordisk Proposal as Superior Company Proposal

On November 4, 2025, Metsera, Inc. announced that its Board of Directors determined that a revised proposal from Novo Nordisk A/S to acquire Metsera constitutes a 'Superior Company Proposal' under its existing Merger Agreement with Pfizer Inc. Novo Nordisk's proposal, which values Metsera at up to $86.20 per share, offers Metsera shareholders $62.20 per share in cash immediately following the signing of a definitive agreement, a dividend of $62.20 per share shortly thereafter, and a contingent value right (CVR) of up to $24.00 per share based on development and regulatory milestones. This proposal is superior to Pfizer's revised proposal, which increased its offer to $60.00 per share in cash. Following the Pfizer Merger Agreement terms, Pfizer has two business days to negotiate potential adjustments with Metsera. The board recommends that shareholders approve the Pfizer Merger Agreement as currently structured, and no immediate action is required by shareholders.