September 24, 2025 | Health Care | North America | Active
On 22-Sep-25, Pfizer agreed to acquire obesity drug developer Metsera in an all-cash deal worth up to $7.3bn, inclusive of contingent payments. The $47.50 offer consideration implies a 42.6% one-day takeover premium. In addition, Pfizer will issue a non-transferable contingent value right (CVR), entitling holders to potential additional payments of up to $22.50 per share, tied to three specific clinical and regulatory milestones linked to Metsera’s pipeline drugs: (i) $5.00 upon the start of a Phase III clinical trial of the injectable MET-097i + MET-233i combination (the “combination product”, concerning a monthly dosage); expires on 31-Dec-27; (ii) $10.50 upon FDA approval of the combination product; expires on 31-Dec-31; and, (iii) $7.00 upon FDA approval of the injectable MET-097i monotherapy (monthly dosage); expires on 31-Dec-29. The boards of both companies have unanimously approved the transaction and Pfizer plans to fund the acquisition through existing cash and new debt. The takeover requires approval from Metsera shareholders (50%), but Pfizer shareholder approval is not required. ARCH Venture Partners (25.5%) and Population Health Partners (12.1%), collectively holding 37.6% of Metsera, have entered into voting agreements. These agreements will lapse if the merger agreement is terminated or amended in a way that reduces the offer consideration. The deal also requires regulatory approvals, including HSR clearance, with notification expected within 30 business days (by 3-Nov-25). The merger agreement, dated 21-Sep-25, contains customary provisions on representations, warranties, and covenants, with MAC carve-outs for war and tariffs. Metsera is bound by “no-shop” restrictions with fiduciary-out exemptions, and the “reasonable best efforts” clause is also standard, requiring both parties to “take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate” the transaction. Finally, a burdensome conditions clause prevents either party from offering divestments to secure approvals. Notwithstanding, one exception allows Metsera to act if Pfizer instructs it and the action’s effectiveness is conditioned on closing. A preliminary merger proxy will be filed within 10 business days, by 3-Oct-25. If the SEC ...
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