Novo Nordisk A/S (NYSE: NVO) announced today an unsolicited offer of USD 9 billion for Metsera, Inc. (NASDAQ: MTSR), a U.S. obesity‑drug developer. The bid aims to outpace Pfizer (NYSE: PFE), which had previously agreed to acquire Metsera for USD 7.5 billion in a definitive deal announced on September 22.
Bid Structure
| Offer | Up‑front Cash | Potential Milestone Pay‑out | Total Value |
|---|---|---|---|
| Novo Nordisk | USD 56.50 per share (≈ USD 6.5 billion) | USD 21.25 per share if clinical & regulatory milestones are met | USD 9 billion |
| Pfizer | USD 47.50 per share (≈ USD 4.9 billion) | USD 22.50 per share upon milestone attainment | USD 7.5 billion |
Metsera’s Response
Metsera confirmed that it has notified Pfizer that Novo Nordisk’s proposal is a “superior company proposal.” Under the terms of the existing agreement, Pfizer has a four‑day window to revise its offer.
Pfizer’s Counter‑Statement
Pfizer called Novo Nordisk’s action “reckless and unprecedented,” alleging that the bid “attempts to suppress competition in violation of law” and “circumvents antitrust regulations.” Pfizer stated it will pursue all legal avenues to enforce its rights under the agreement.
Board of Directors’ Rationale
Metsera’s board had previously rejected Novo Nordisk’s proposal due to “a variety of risks” in its deal structure. The board selected Pfizer because it could “complete an acquisition of 100 % of Metsera’s equity with the same level of certainty or on the same expected timeline.” The Pfizer transaction is said to deliver “real, certain and immediate value” for shareholders and fast‑track Metsera’s key drug candidate into the U.S. market.
Forward‑Looking Statements
This release contains forward‑looking statements that involve risks and uncertainties. Actual results may differ materially.-Fineline Info & Tech
