Pfizer has agreed to acquire weight-loss drugmaker Metsera in a transaction that could exceed $10 billion.
Under the terms of the cash deal, Pfizer will pay $65.60 a share upfront, along with a contingent value right worth up to $20.65 per share, according to a Nov. 7 news release from Metsera. Pfizer expects to close the transaction after Metsera shareholders vote on the deal Nov. 14.
The deal follows a contentious, weeks-long bidding war with Novo Nordisk. Pfizer initially agreed in September to acquire Metsera for up to $7.3 billion. Novo Nordisk responded Oct. 30 with an unsolicited $9 billion counterbid, which Pfizer said posed significant antitrust risks. Pfizer then sued Metsera, Novo Nordisk and Metsera’s board Oct. 31, alleging breach of contract and interference with its merger agreement.
A Delaware judge declined to block Metsera from evaluating Novo’s revised $10 billion offer, allowing the board to deem it a “superior company proposal.” But Metsera ultimately rejected Novo’s bid, citing legal concerns raised by a recent Federal Trade Commission call.
Metsera said a deal with Novo “presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer.”
The acquisition places Pfizer in a stronger position in the $72 billion global obesity drug market. Metsera is developing both a once-monthly injection and oral treatments for weight loss, following Pfizer’s earlier decision to discontinue internal development in the category.
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