Pfizer has officially secured Metsera, ending a dramatic bidding war with Novo Nordisk for the US-based obesity biotech.
Under the revised agreement announced on November 8, Pfizer will acquire Metsera for a total potential value of $86.25 per share, comprising $65.60 per share in cash at closing, plus up to $20.65 per share in contingent value rights (CVRs) tied to future clinical and regulatory milestones. Together, the deal is estimated to be valued at around $10 billion.
The final package significantly tops Pfizer’s original September 22 agreement, valued at $7.3 billion, in a bold move to secure the US-based biotech once Novo entered the field with a competing, initially higher offer.
Novo swooped in with its offer on October 30, valued at up to $9 billion, triggering a couple of lawsuits from Pfizer and harsh words condemning both Novo’s unsolicited, last-minute offer, and Metsera for entertaining it.
Pfizer even tried to legally block Novo’s offer but a Delaware court judge rejected the move last week.
After a relatively hostile and frenzied back-and-forth, Pfizer managed to take Metsera.
Metsera confirmed the new amended agreement with the pharma giant, saying in a news release that, “Metsera’s Board of Directors unanimously recommends that Metsera stockholders approve the adoption of the amended Pfizer merger agreement and approve the merger with Pfizer.”
Pfizer raised several points of contention in its cases against Novo and Metsera, including antitrust and anti-competitive laws, with the US Federal Trade Commission (FTC) scrutinizing Novo’s potential deal, which it said posed “unacceptably high legal and regulatory risks.”
While Metsera had initially dubbed Novo’s competing offer as “superior,” Metsera cited the FTC’s warning to the biotech about the potential antitrust concerns in a Novo-Metsera tie-up as a factor in its decision to turn down Novo and move forward with Pfizer’s deal.
“Metsera remains committed to the merger with Pfizer, which Metsera believes will deliver immediate and substantial value to Metsera stockholders, and the parties expect to close promptly following the stockholder meeting on November 13,” the biotech said in a statement.
Novo, for its part, confirmed it would not raise its bid further, effectively clearing the path for Pfizer.
In its statement, Novo said: “We believe that the structure of our potential merger agreement is compliant with antitrust laws. Following a competitive process and after careful consideration, Novo Nordisk will not increase its offer to acquire Metsera consistent with its commitment to financial discipline and shareholder value.”
The acquisition hands Pfizer a diversified, clinically advancing obesity portfolio at a time when the company has struggled to establish a competitive in-house GLP-1 foothold.
Through the deal, Pfizer will receive MET-097i, a weekly and monthly injectable GLP-1 receptor agonist in Phase II, and MET-233i, a monthly amylin analog in early-stage development, being studied both as monotherapy and in combination with MET-097i.
Pfizer will also get additional nutrient-stimulated hormone and combination programs.
For Pfizer, Metsera offers what its own discontinued danuglipron program could not: a de-risked yet still early portfolio that plugs directly into its cardiometabolic, manufacturing and commercial infrastructure.
The move also helps Pfizer’s strategic reset after COVID-era volatility.
According to Reuters, Metsera’s offerings hold an estimated peak sales potential of $5 billion.
After the bidding war came to an end, Metsera’s shares sharply ticked upward and then tumbled almost 15% Monday morning.
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