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U.S.-based drugmaker Pfizer has emerged victorious in the battle to acquire Metsera, offering approximately $10 billion for the U.S.-based biotech firm specializing in obesity treatments.
The pharmaceutical giant's revised offer, which significantly increased the deal's value, won Metsera's board approval, bringing an end to the competitive auction between Pfizer and Novo Nordisk, the maker of the popular weight-loss drug Wegovy and the diabetes medication Ozempic.
Pfizer’s revised offer for Metsera is set at up to $86.25 per share, which represents a substantial increase over the initial agreement made between the two companies in September. The new offer includes $65.60 per share in cash, along with a contingent value right (CVR), which allows Metsera’s shareholders to receive up to an additional $20.65 per share based on certain performance milestones.
This makes the Pfizer deal notably more valuable compared to the initial terms and, crucially, more favorable than the competing bid from Novo Nordisk.
After considering the updated offers from both Pfizer and Novo Nordisk, Metsera’s board of directors unanimously recommended that the company’s shareholders approve the amended merger agreement with Pfizer. A shareholder meeting is scheduled for November 13 to vote on the deal formally, and Metsera expects the acquisition to be finalized soon after.
The decision to favor Pfizer’s offer over Novo Nordisk’s was influenced by several key factors, including concerns raised by the U.S. Federal Trade Commission (FTC).
The FTC had contacted Metsera to discuss potential risks associated with antitrust laws if the company proceeded with the proposed deal with Novo Nordisk.
The board concluded that the Pfizer proposal posed fewer legal and regulatory risks, making it a safer option for Metsera and its shareholders.
While Novo Nordisk argued that its bid complied with antitrust laws, the added legal uncertainty led Metsera to favor Pfizer’s offer, which not only provides greater certainty of closing but also offers immediate financial value to shareholders.
In response to Pfizer’s winning offer, Novo Nordisk has decided not to increase its bid for Metsera. The Danish pharmaceutical giant stated that it would focus on other business development opportunities that align with its strategic goals. However, Novo Nordisk has maintained that its bid complied with U.S. antitrust laws and that it had no intentions of raising its offer further.
With the deal expected to close shortly after the November 13 shareholder meeting, Pfizer is set to move forward with integrating Metsera into its portfolio.
This acquisition will enhance Pfizer’s presence in the obesity treatment market, complementing its existing portfolio of medicines for various therapeutic areas.
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