We are advising Novo Nordisk on the transaction

Davis Polk is advising Novo Nordisk A/S in connection with its unsolicited proposal to acquire Metsera, Inc. for up to $77.75 per share, representing a total equity value of approximately $9.1 billion.

Under the terms of the proposal, Novo Nordisk would first acquire a 50% non-voting preferred equity interest in Metsera for $56.50 per share in cash, with Metsera simultaneously declaring a cash dividend of the same amount. Upon receipt of shareholder and regulatory approvals, Novo Nordisk would acquire the remaining shares of Metsera, with shareholders eligible to receive a contingent value right of up to $21.25 per share in cash, subject to future development and regulatory milestones.

The proposal represents an approximate 133% premium to Metsera’s closing price as of September 19, 2025, the last trading day before Metsera’s announced merger with Pfizer. Metsera has declared the Novo Nordisk proposal a “Superior Company Proposal” under its existing merger agreement with Pfizer.

Novo Nordisk is a leading global healthcare company headquartered in Denmark. Driven by its purpose to defeat serious chronic diseases, Novo Nordisk pioneers scientific breakthroughs, expands access to its medicines and works to prevent and ultimately cure diseases such as diabetes, obesity and rare endocrine disorders.

Metsera is a clinical-stage biopharmaceutical company focused on developing next-generation oral and injectable therapies for obesity and metabolic diseases.

The Davis Polk corporate team includes partners William H. Aaronson and Shanu Bajaj and counsel Saagar Kaul. Partners Arthur J. Burke and Jürgen Schindler are providing antitrust and competition advice. Partner David R. Bauer and counsel Samantha Lefland are providing intellectual property advice. Partner Veronica M. Wissel is providing executive compensation advice. Partner William A. Curran is providing tax advice. Partner Jack Orford is providing sponsor finance advice. Members of the Davis Polk team are based in the New York and Brussels offices.

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