Pfizer in its up to $10 billion acquisition of Metsera

On November 7, 2025, Pfizer Inc. (NYSE: PFE) and Metsera, Inc. (NASDAQ: MTSR) entered into an amended merger agreement, pursuant to which 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 consideration represents an enterprise value for Metsera of up to $10 billion.  The amended agreement followed an offer by Novo Nordisk to acquire Metsera where it sought termination of Metsera’s prior merger agreement with Pfizer.  In response, Pfizer enforced its rights against Metsera and Novo Nordisk in connection with the matter and filed litigation in the Delaware Chancery Court and federal court.  The Metsera board of directors determined that, in light of recent circumstances, the revised Pfizer terms provide the best value and certainty for the Metsera stockholders and that the Novo Nordisk transaction presents unacceptably high legal and regulatory risks compared to the merger with Pfizer.  This concluded one of the most high profile takeover battles of the year.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Pfizer.