Metsera to Be Acquired by Pfizer in Amended Deal Worth Up to $10 Billion

Paul, Weiss is advising Metsera, a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases, in its amended agreement to be acquired by Pfizer. Under the terms of the deal, Pfizer will acquire Metsera for up to $86.25 per share, consisting of $65.60 per share in cash and a contingent value right (CVR) entitling holders to additional payments of up to $20.65 per share in cash, bringing the total value of the deal to approximately $10 billion.

The revised terms of the deal follow a competing bid made by Novo Nordisk for Metsera after Metsera’s initial agreement with Pfizer was announced in September, and represent an increase of approximately $2.1 billion from the previously announced transaction with Pfizer. The transaction is expected to close promptly following the stockholder meeting on November 13.

The Paul, Weiss team is led by corporate partners Benjamin Goodchild, Andrew Krause and Scott Barshay, and includes partners John Kennedy, Tim Cruickshank, Patricia Vaz de Almeida, and counsel Lyudmila Bondarenko; executive compensation partner Matthew Friestedt, and counsel Cynthia Akard and Annie Anderson; tax partners Brian Krause and Anne McGinnis; antitrust partners Scott Sher and Nicole Kar, and counsel Lauren O’Brien, John Magruder, Todd Hahn and Robert O’Loughlin; litigation partners Geoffrey Chepiga, Jaren Janghorbani, Jay Cohen, William Michael, Paul Brachman, Andre Bouchard and Daniel Mason, and counsel Marques Tracy, Conrad Scott and Audrey Paquet; and intellectual property partners Jonathan Ashtor and Jeffrey Osterman, and counsel Matthew Rosenberg.