Metsera, Inc.: M&A transaction — Pfizer completes acquisition of Metsera for $65.60/share plus CVRs

Metsera, Inc.

Total consideration: $65.60 cash per share plus one non-tradable CVR per share with up to $20.65 in milestone payments.
CVR milestones: $4.60 for Phase 3 start of combo product (by Dec 31, 2027); $9.65 for FDA approval of combo (by Dec 31, 2031); $6.40 for FDA approval of MET-097i (by Dec 31, 2029).
Stockholders approved Merger Agreement: 95,071,667 votes for, 20,655 against, 87,802 abstained.
Common stock delisted from Nasdaq; company will file Form 15 to deregister and suspend SEC reporting.
Board replaced: prior directors resigned; Deborah Baron and Alison O'Neill appointed; all officers ceased service.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Metsera, Inc.: Amended and restated the certificate of incorporation in its entirety effective as of the Effective Time.

Change: charter amendment

Exact text from the filing

the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Metsera, Inc.: Amended and restated the bylaws in their entirety effective as of the Effective Time.

Change: bylaw amendment

Exact text from the filing

the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Metsera, Inc. underwent a change of control involving Pfizer Inc. for $65.60 in cash, without interest, plus one contractual contingent value right (CVR) per share (closed 2025-11-13).

Action: change of control
Counterparty: Pfizer Inc.
Consideration: $65.60 in cash, without interest, plus one contractual contingent value right (CVR) per share
Closing: 2025-11-13

Exact text from the filing

who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive (A) $65.60 (the “Closing Amount”) in cash, without interest and subject to any required withholding of taxes, plus (B) one contractual contingent value right (a “CVR”) per share of Company

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Source: SEC EDGAR

accession 0001193125-25-280387

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