① As Novo-Nordisk A/S raised its bid for Metsera to nearly US$10 billion, Pfizer has two business days remaining to submit a matching offer; ② Pfizer is also seeking to block the deal through legal action; ③ Metsera’s pipeline of novel once-monthly weight loss drugs is viewed as a potential blockbuster in the next generation, with its stock price having quadrupled within less than a year of listing.
Cailian Press, November 5th (Editor: Shi Zhengcheng) has triggered well-known pharmaceutical companies.$Pfizer (PFE.US)$and$Novo-Nordisk A/S (NVO.US)$The fierce acquisition battle for weight loss drugs has updated its latest chapter on Tuesday.
American biotechnology company$Metsera (MTSR.US)$According to the announcement, both Pfizer and Novo-Nordisk A/S have raised their acquisition bids, but Novo-Nordisk A/S's offer remains superior. The statement noted that Pfizer has two business days left to negotiate its bid. If, upon the expiration of this period, Metcela’s board still deems Novo-Nordisk A/S’s offer better, it reserves the right to terminate the existing merger agreement.
(Source: Company's official website)
To briefly summarize the bidding history of the two pharmaceutical giants:
Pfizer announced at the end of September that it had reached an acquisition agreement with Metsera at a cash offer price of $47.5 per share, corresponding to a transaction value of $4.9 billion. The agreement also includes a milestone payment of up to $22.5 per share, bringing the total potential value of the deal to as much as $7.3 billion.
Pfizer originally expected to complete the transaction within the year. However, Novo-Nordisk A/S unexpectedly intervened last Thursday with a higher offer following recent management changes. Their bid includes an initial cash payment of US$6 billion, with the total transaction value nearing US$9 billion when milestone payments are factored in. This move triggered a four-business-day countdown for Pfizer to submit a revised bid.
On Tuesday, Metsera announced that Pfizer had increased its offer to a maximum of US$70 per share (US$60 upfront payment + US$10 milestone payment), totaling approximately US$8.1 billion. Meanwhile, Novo-Nordisk A/S raised its bid even further to a maximum of US$86.2 per share (US$62.2 in cash + US$24 in milestone payments), bringing the total to nearly US$10 billion.
Metsera went public in January this year and owns a portfolio of experimental weight-loss drugs, including the GLP-1 injectable MET-097i and MET-233i, which mimics the pancreatic hormone amylin. Both are administered once a month, significantly reducing the frequency compared to the current regimen of once-a-week injections.
Compared to its IPO price of US$18, the latest share price on Tuesday has quadrupled.
Amid the smoke of waving checks, a legal battle is also poised to unfold.
The day after Novo-Nordisk A/S's bid, Pfizer filed a lawsuit in the Delaware Court of Chancery seeking to prevent Metsera from terminating the existing merger agreement. Pfizer stated that due to significant risks associated with Novo-Nordisk A/S’s proposal, the acquisition is unlikely to be completed and therefore cannot constitute a superior offer.
In a particularly striking development, Pfizer issued a strongly-worded statement describing Novo-Nordisk A/S’s acquisition proposal as “reckless and unprecedented,” emphasizing that it represented an attempt by a market-dominant company to suppress competition through acquisitions, thereby violating the law.
Notably, this comes shortly after Pfizer announced at the end of September an agreement with the Trump administration for domestic investment and lowering drug prices, joining the direct-sales pharmaceutical channel 'TrumpRx.' Observers widely speculate that phrases like 'anti-monopoly' and 'illegal' in the statement were aimed at prompting intervention from the White House.
This Monday, Pfizer filed another lawsuit in the U.S. District Court for the District of Delaware, alleging that Novo-Nordisk A/S's acquisition is anti-competitive. The lawsuit also claims that Metsera, Metsera's controlling shareholder, and Novo-Nordisk A/S colluded with each other.
In response to Pfizer's actions, Novo-Nordisk A/S stated that the acquisition plan and transaction structure 'comply with all applicable laws' and are in the best interests of patients and Metsera shareholders.
Metcela also stated in a release: 'Pfizer is attempting to acquire the company at a lower price than Novo-Nordisk A/S through litigation.'
Editor/Joryn