Pfizer wins bidding war for Metsera with $10B offer

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Metsera has abandoned a deal with Novo Nordisk in favor of a new acquisition offer from Pfizer, ending a high-stakes fight between two large pharmaceutical companies over ownership of a coveted maker of obesity drugs.

Under terms of a deal announced late Friday, Pfizer will acquire Metsera for up to $86.25 per share, or more than $10 billion. Pfizer will pay $65.60 per share initially, and could add up to $20.65 per share more in “contingent value right” payouts tied to specific milestones.

Metsera’s board has thrown its support behind the new deal, arguing Pfizer’s proposal is now in shareholders’ best interests both because of its “value and certainty of closing.” In doing so, it rejected an unusual two-step bid from Novo Nordisk that alarmed the Federal Trade Commission and includes “unacceptably high legal and regulatory risks” comparatively.

Novo, in a separate statement, said it won’t make another bid and believes its latest offer complies with antitrust laws. Its decision to drop out of contention is “consistent with its commitment to financial discipline and shareholder value,” Novo said.

Novo “will continue to assess opportunities for business development and acquisitions that meet its criteria for returns and capital allocation and that further its strategic objectives,” it added.

Metsera’s board “unanimously reaffirms” its recommendation that shareholders vote in favor of Pfizer’s proposal at a Nov. 13 meeting. The company expects the deal, which has already received FTC clearance, to close “promptly” afterwards.

The announcement ends an unusual and messy squabble between Pfizer and Novo over an emerging maker of next-generation medicines for weight loss.

Pfizer on Sept. 22 bid $4.9 billion for Metsera. Pfizer viewed that offer as a quick way to grab a leading position in the push to develop better obesity drugs, a lucrative and competitive market and an area its own research has struggled. Metsera, which had courted other would-be acquirers, accepted that bid.

Roughly a month later, Novo, which has seen its market share in obesity slip in recent months, came forward with an unorthodox, rival bid. That offer guaranteed a large up-front cash payment in exchange for half of Metsera’s shares — regardless of whether the deal eventually closed — with the remainder doled out later on. The deal’s structure was designed to offset the risk of a lengthy delay due to regulatory issues, such as antitrust scrutiny from the FTC. But it was worth as much as $9 billion overall and Metsera deemed it superior, triggering a short window for Pfizer to counter.

While working on a counterproposal, Pfizer filed two lawsuits against Metsera and Novo and attempted to draw the attention of the U.S. government. Pfizer alleged Novo’s offer ran afoul of antitrust laws and was a move by a company with a dominant presence selling obesity drugs to suppress competition by “taking over an American challenger.” It also claimed Novo’s bid couldn’t be superior because of the likely regulatory delay ahead. Metsera called those arguments “nonsense.”

Novo raised its bid to $10 billion last week, and a Delaware judge declined to block the deal. But the FTC expressed concerns about the offer and, days later, Metsera changed course. In its Friday statement, Metsera cited “recent circumstances,” including a call from the FTC about the “potential risks” ahead if it were to proceed with the Novo deal. Among those risks were that the initial dividend to shareholders might “never be paid” or later “challenged or rescinded.”

Pfizer’s original bid included an upfront price per share of $47.50. Metsera shares debuted at $18 apiece when the company went public in January.

Metsera emerged from stealth in 2024 with a portfolio of oral and injectable obesity drugs acquired from elsewhere. The most advanced are a pair therapies that might only require monthly injections, rather than the weekly shots involved with drugs like Novo’s Wegovy and Eli Lilly’s Zepbound.