"Novo Nordisk Proposes $9.1 Billion Acquisition of Metsera, Inc. with Davis Polk as Legal Advisor"

Davis Polk advised Novo Nordisk A/S in connection with its unsolicited proposal to acquire Metsera, Inc., while Metsera declared the proposal a "Superior Company Proposal" under its existing merger agreement with Pfizer. The transaction involves Novo Nordisk's proposal to acquire Metsera for up to $77.75 per share, representing a total equity value of approximately $9.1 billion. Under the terms of the proposal, Novo Nordisk would initially acquire a 50% non-voting preferred equity interest in Metsera for $56.50 per share in cash, with Metsera simultaneously declaring a cash dividend of the same amount. Following shareholder and regulatory approvals, Novo Nordisk would acquire the remaining shares of Metsera, with shareholders eligible to receive a contingent value right of up to $21.25 per share in cash, subject to future development and regulatory milestones. The proposal represents an approximate 133% premium to Metsera’s closing price as of September 19, 2025. The Davis Polk team advising Novo Nordisk includes corporate partners William H. Aaronson and Shanu Bajaj, and counsel Saagar Kaul. Antitrust and competition advice is being provided by partners Arthur J. Burke and Jürgen Schindler. Intellectual property advice is being provided by partner David R. Bauer and counsel Samantha Lefland. Executive compensation advice is being provided by partner Veronica M. Wissel. Tax advice is being provided by partner William A. Curran, and sponsor finance advice is being provided by partner Jack Orford. Members of the Davis Polk team are based in the New York and Brussels offices.

"Novo Nordisk Proposes $9.1 Billion Acquisition of Metsera, Inc. with Davis Polk as Legal Advisor"

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