Pfizer is pushing back against a $9 billion unsolicited bid from Denmark-based Novo Nordisk to acquire Metsera, calling it an illegal attempt to eliminate a U.S.-based competitor.
Pfizer said the structure of Novo Nordisk’s proposal — which includes $56.50 per share in cash, plus contingent value rights worth up to $21.25 per share — is designed to circumvent antitrust laws and poses significant regulatory and executional risk, according to an Oct. 30 news release.
The offer values Metsera at about $6.5 billion in equity and up to $2.5 billion in potential milestone payments, for a total consideration of up to $9 billion, according to Novo Nordisk’s Oct. 30 news release.
Pfizer, which entered into an acquisition agreement with Metsera earlier this year, emphasized that its offer was selected by Metsera’s board of directors due to its higher certainty and more predictable timeline. Pfizer said the board had previously rejected Novo Nordisk’s approach due to certain risks in the deal structure and reaffirmed that the current agreement with Pfizer creates “real, certain and immediate value” for Metsera’s shareholders.
The dispute centers on Metsera’s development-stage weight loss drug pipeline, particularly incretin and non-incretin peptide category drugs, which both companies view as strategically critical. Pfizer signaled it is prepared to enforce its agreement through legal channels.
The dispute reflects increasing federal scrutiny of large pharmaceutical mergers. In 2023, the Federal Trade Commission sued to block a $27.8 billion deal between Amgen and Horizon Therapeutics, warning that the transaction would entrench monopolies for two high-priced drugs with no competition.
