[6-K] NOVO NORDISK A S Current Report (Foreign Issuer)
Novo Nordisk (NVO) announced an unsolicited proposal to acquire Metsera, Inc. The offer includes cash consideration of 56.50 USD per share, equal to an approximate aggregated equity value of 6.5 billion USD (approximate enterprise value of 6.0 billion USD), plus contingent value rights (CVRs) of up to 21.25 USD per share (an approximate aggregated value of up to 2.5 billion USD) tied to clinical and regulatory milestones.
The cash consideration would be paid at signing in exchange for non‑voting preferred stock representing 50% of Metsera’s share capital, and the CVRs would be issued at closing in exchange for the remaining shares. Novo Nordisk states that Metsera’s early and development‑stage incretin and non‑incretin peptide programs are complementary to its strategy in obesity and diabetes. The proposal is subject to review by Metsera’s board.
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Insights
Proposal blends upfront cash with CVRs to align with milestone risk.
Novo Nordisk proposes to buy Metsera for
This targets Metsera’s early and development‑stage incretin and non‑incretin peptides, aligning with Novo’s obesity and diabetes focus. CVRs tie additional consideration to clinical/regulatory milestones, shifting part of development risk to outcomes.
The proposal remains subject to Metsera’s board review. Actual deal timing and milestone realizations will depend on subsequent approvals and disclosures.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
October 30, 2025
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NOVO NORDISK A/S
(Exact name of Registrant as specified in its charter)
Novo Allé 1
DK- 2880, Bagsvaerd
Denmark
(Address of principal executive offices)
________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
| Form 20-F ☒ | Form 40-F ☐ |
Novo Nordisk submits proposal to acquire Metsera, Inc.
Bagsværd, Denmark, 30 October 2025 – Novo Nordisk confirms that it submitted an unsolicited proposal to acquire Metsera, Inc. (Metsera).
The acquisition of Metsera, including its early and development-stage incretin and non-incretin analogue peptide programmes, would provide Novo Nordisk the opportunity to maximise the potential of Metsera’s complementary portfolio and capabilities. An acquisition would be in line with Novo Nordisk’s long-term strategy of developing innovative and differentiated medicines and treating millions more people living with obesity and diabetes and their associated comorbidities.
About the proposal
Under the terms of the proposal, Novo Nordisk would acquire all outstanding shares of Metsera’s common stock at a price of 56.50 USD per share in cash (equal to an approximate aggregated equity value of 6.5 billion USD or approximate enterprise value of 6.0 billion USD) and contingent value rights (CVRs) for up to 21.25 USD per share in cash (or an approximate aggregated value of up to 2.5 billion USD) based on the achievement of certain clinical and regulatory milestones. The cash consideration will be paid at signing in exchange for non-voting preferred stock representing 50% of Metsera’s share capital and the CVRs will be issued upon the closing of the acquisition in exchange for the remaining shares.
The proposal is currently subject to review by the Metsera board of directors.
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Novo Nordisk is a leading global healthcare company founded in 1923 and headquartered in Denmark. Our purpose is to drive change to defeat serious chronic diseases built upon our heritage in diabetes. We do so by pioneering scientific breakthroughs, expanding access to our medicines and working to prevent and ultimately cure disease. Novo Nordisk employs about 78,400 people in 80 countries and markets its products in around 170 countries. Novo Nordisk's B Novo Nordisk A/S Investor Relations Novo Alle 1 2880 Bagsværd Denmark Telephone: +45 4444 8888 Internet: www.novonordisk.com CVR no: 24 25 67 90 Company announcement No 30 / 2025 shares are listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the New York Stock Exchange (NVO). For more information, visit novonordisk.com, Facebook, Instagram, X, LinkedIn and YouTube.
Publication of inside information pursuant to Market Abuse Regulation, Article 17.
Contacts for further information
| Media: | ||
| Ambre James-Brown | Liz Skrbkova (US) | |
| +45 3079 9289 | +1 609 917 0632 | |
| abmo@novonordisk.com | lzsk@novonordisk.com | |
| Investors: | ||
| Jacob Martin Wiborg Rode | Sina Meyer | |
| +45 3075 5956 | +45 3079 6656 | |
| jrde@novonordisk.com | azey@novonordisk.com | |
| Christoffer Sho Togo Tullin | Alex Bruce | Frederik Taylor Pitter |
| +45 3079 1471 | +45 3444 2613 | +1 609 613 0568 |
| cftu@novonordisk.com | axeu@novonordisk.com | fptr@novonordisk.com |
Novo Nordisk A/S Investor Relations | Novo Allé 1 2880 Bagsværd Denmark | Telephone: +45 4444 8888 | www.novonordisk.com |
| Company announcement No 30 / 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
| Date: October 30, 2025 |
NOVO NORDISK A/S
Maziar Mike Doustdar Chief Executive Officer |
FAQ
What did Novo Nordisk (NVO) propose regarding Metsera?
What is the total value of Novo Nordisk’s offer for Metsera?
How is the payment structured in the Metsera proposal by NVO?
What are the CVRs in the Novo Nordisk–Metsera deal?
Is the Novo Nordisk offer for Metsera finalized?
Why is Novo Nordisk interested in Metsera?
