Metsera, Inc., a company developing next-generation obesity treatments, has entered into an amended merger agreement with Pfizer, accepting Pfizer’s $10 billion acquisition bid. This follows a bidding war with Novo Nordisk and the subsequent withdrawal of its offer.

Under the agreement Pfizer will acquire Metsera for up to $86.25 per share, consisting of $65.60 per share in cash and a contingent value right (CVR) entitling holders to additional payments of up to $20.65 per share in cash.

The acquisition would provide Pfizer entry into the lucrative weight-loss drug market. Metsera is advancing two primary candidates, MET-097i, a monthly GLP-1 injectable in Phase IIb development, and MET-233i, a monthly amylin-mimicking therapy in Phase I development. 

The Metsera Board of Directors determined that the revised terms represent the best transaction for shareholders. Also, in light receiving a call from the U.S. Federal Trade Commission regarding potential risks from proceeding with the proposed Novo Nordisk structure under U.S. antitrust laws, Metsera has 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. 

Metsera stockholders, and the parties expect to close promptly following the stockholder meeting on November 13.

Metsera’s Board of Directors unanimously reaffirms its recommendation that the holders of Metsera common stock vote at the special meeting to approve the adoption of the amended Pfizer merger agreement and to approve the merger with Pfizer on the terms and subject to the conditions set forth in the amended Pfizer merger agreement.