Metsera Inc (MTSR) investor relations material

Executive summary

• Novo Nordisk submitted a two-step acquisition proposal for Metsera, valued at up to $77.75 per share, totaling approximately $9.1 billion, representing a 133% premium to the pre-announcement trading price.

• The first step involves Novo Nordisk purchasing non-voting convertible preferred stock for $56.50 per share and Metsera declaring a special cash dividend of $56.50 per share.

• The second step, post-shareholder and regulatory approval, merges Metsera into a Novo Nordisk subsidiary, with shareholders receiving contingent value rights (CVRs) worth up to $21.25 per share based on future milestones.

• The Board determined the Novo Nordisk proposal to be a "Superior Company Proposal" compared to the existing Pfizer merger agreement, triggering a negotiation period with Pfizer.

Voting matters and shareholder proposals

• Shareholders are to vote on the adoption of the Novo Nordisk merger agreement, with a majority required for approval.

• A voting and support agreement binds key shareholders to vote in favor of the merger and against competing proposals.

• The Board retains the right to change its recommendation or terminate the agreement in response to a superior proposal, subject to specified procedures and termination fees.

Board of directors and corporate governance

• The Board unanimously approved the merger agreement and recommends shareholder approval.

• Directors of the acquiring subsidiary will become directors of the surviving corporation post-merger.

• The agreement includes customary governance provisions, including restrictions on business conduct prior to closing.