Pfizer Inc. (NYSE:PFE) is aware of the reckless and unprecedented proposal by Novo Nordisk A/S (NYSE:NVO) to acquire Metsera, Inc. (NASDAQ:MTSR). It is an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger. It is also structured in a way to circumvent antitrust laws and carries substantial regulatory and executional risk. The proposal is illusory and cannot qualify as a superior proposal under Pfizer's agreement with Metsera, and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement.
As disclosed in Metsera's proxy, the Board of Metsera previously rejected Novo Nordisk's proposal due to "a variety of risks" in its deal structure. The Board chose Pfizer over other bidders because none "could complete an acquisition of 100% of Metsera's equity with the same level of certainty or on the same expected timeline as Pfizer." The Pfizer transaction creates real, certain and immediate value for Metsera's stockholders and ensures Metsera's important drug candidate can emerge as a key competitor available to all Americans in this important therapeutic area.