Metsera SEC Filings

Metsera (MTSR) announced its board has determined Novo Nordisk’s unsolicited proposal is a “Superior Company Proposal” under its existing Pfizer merger agreement. The Novo offer uses a two‑step structure: first, a Novo subsidiary would fund Metsera at $56.50 per common share, after which Metsera would declare a $56.50 per‑share cash dividend. In exchange, Metsera would issue Novo non‑voting convertible preferred stock representing 50% of fully diluted share capital on a post‑issuance basis.

In the second step, after required approvals and conditions, each common share would receive one CVR worth up to $21.25 in cash upon milestones: $4.75 for initiating the first Phase 3 of the MET‑233i/MET‑097i combo by December 31, 2027; $10.00 for U.S. FDA approval of the combo by December 31, 2031; and $6.50 for U.S. FDA approval of MET‑097i by December 31, 2029. Novo would also provide interim funding (PIK interest at 7% for certain amounts) convertible into the preferred at a $56.50 per‑share price, and pay the $190 million Pfizer termination fee upon termination of the Pfizer agreement. The Novo deal includes customary “no‑shop” and fiduciary‑out terms.

Metsera called a special meeting on November 13, 2025 to seek stockholder approval of its merger with Pfizer. Each share of Metsera common stock will be converted into the right to receive $47.50 in cash plus one CVR that pays cash upon achieving specified milestones, subject to the CVR Agreement.

The Board unanimously approved the merger, entered Voting and Support Agreements with major holders, and recommends voting FOR the merger and FOR the adjournment proposal. Approval requires a majority of outstanding shares as of the October 24, 2025 record date. As context, 105,292,746 shares were outstanding as of September 29, 2025, and directors and officers beneficially owned 40,541,829 shares (38.5%).

There is no financing condition. Required antitrust waiting periods under the HSR Act must expire or be terminated. A termination fee of $190 million may be payable by Metsera in specified circumstances. If completed, Metsera will become a wholly owned subsidiary of Pfizer and its stock will be delisted and deregistered.

FMR LLC filed a Form 4 reporting insider changes in Metsera, Inc. (MTSR). On 10/06/2025 a disposition of 633,715 common shares was reported with a price shown as $0.00. After the reported transaction, the filing shows 473,832 shares beneficially owned indirectly. The filing identifies relationships linking Abigail P. Johnson to FMR LLC and notes various indirect holdings through F-Prime entities and funds.

Metsera, Inc. presents a preliminary proxy describing a proposed merger and the Board’s review of multiple acquisition proposals and financing scenarios. The document summarizes competing, non-binding offers ranging from a $2.0 billion cash proposal (price $21.13 per share) to Party 2 proposals valuing shares up to $95.00 (mix of stock and contingent value rights) and Pfizer proposals offering up to $65.00 per share including CVRs. Independent fairness analyses produced change-of-control reference values near $54.66–$54.76 per share. Key timeline items include an Initial Outside Date of March 21, 2026 (extendable to June 21, 2026) and planned HSR filings by November 3, 2025. The proxy details CVR structures tied to clinical milestones for MET-097i and MET-233i, potential budget adjustments tied to trial outcomes, executive make-whole caps of $47,000,000 (estimated $12.6M for the CEO) and modeled forecasts used by advisors.

Metsera, Inc. disclosed a proposed merger with Pfizer Inc. under an Agreement and Plan of Merger dated September 21, 2025. The announced Merger Consideration includes a combination of cash and one contractual contingent value right (CVR) per share that may pay additional cash upon achievement of specified milestones under a CVR Agreement. Several related Voting and Support Agreements dated September 21, 2025 are filed among Pfizer, Metsera and certain ARCH and Validae investors. A Form of Letter Agreement and a Joint Press Release dated September 22, 2025 are included as exhibits. The filing notes the availability of the Company’s March 26, 2025 10-K and cautions that proxy and other documents to be filed with the SEC should be read when available for full details.

FMR LLC filed an amended Form 4 reporting an indirect acquisition of 1,107,547 shares of Metsera, Inc. (MTSR) on 09/02/2025, recorded under transaction code J and described as a distribution without payment of consideration. After the reported transaction, the filing shows 1,107,547 shares beneficially owned indirectly by persons and entities whose shares are subject to reporting by FMR LLC. The amendment corrects the previously reported number of indirectly acquired shares. The filing is signed on behalf of FMR LLC by Stephanie J. Brown and includes a remark that Abigail P. Johnson is a director, chair and CEO of FMR LLC and that members of the Johnson family hold the predominant Series B voting interest, participating in a shareholders' voting agreement.

FMR LLC and related entities reported multiple transactions in Metsera, Inc. (MTSR) common stock on 09/02/2025. The filing shows net disposals and acquisitions across affiliated vehicles: 1,350,000 shares were disposed (reported as a distribution) and several affiliated entities recorded both purchases and disposals, including acquisitions of 997,312 and 1,134,258 shares and smaller transfers of 20,250, 895 and 997 shares. One open-market sale by Impresa Fund IV LLC shows 268 shares sold at $36 per share. After the reported transactions, FMR-affiliated holders report beneficial ownership positions such as 3,189,540 shares held indirectly. The filing is signed by Stephanie J. Brown on behalf of FMR LLC and Abigail P. Johnson.