Intent on growing its leading position in obesity and weight management drugs, Novo Nordisk has made an unsolicited, approximately up-to-$9 billion bid for Metsera—more than a month after Pfizer announced its intent to buy the company for up to $7.3 billion.
Novo Nordisk touched off a likely bidding war when it presented what Metsera’s board said today was a “superior company proposal” to Pfizer’s offer. That gives Pfizer four business days to raise its offer for Metsera so it is equal to or higher than Novo Nordisk’s.
“The acquisition of Metsera, including its early and development-stage incretin and non-incretin analogue peptide program[s], would provide Novo Nordisk the opportunity to maximi[z]e the potential of Metsera’s complementary portfolio and capabilities,” Novo Nordisk said today in a statement. “An acquisition would be in line with Novo Nordisk’s long-term strategy of developing innovative and differentiated medicines and treating millions more people living with obesity and diabetes and their associated comorbidities.”
Novo Nordisk has made a two-step offer for Metsera, agreeing to pay $56.50 per share of Metsera common stock plus employee equity and transaction expenses in return for Metsera issuing Novo Nordisk non-voting preferred stock representing half of Metsera’s share capital. Metsera has agreed to declare a dividend of $56.50 per Metsera common share in cash, to be paid 10 days later.
In the deal’s second step, which hinges on approval from Metsera shareholders and regulators, Novo Nordisk would pay Metsera shareholders a contingent value right (CVR) of up to $21.25 per share cash tied to achieving development and regulatory approval milestones that according to Metsera are “substantially similar” to those agreed in the Pfizer deal, with Novo Nordisk acquiring the rest of Metsera’s outstanding shares.
The milestone payments would include:
- $4.75 per share upon the start of the first Phase III trial for Metsera’s MET-097i+MET-233i combination (Pfizer has offered $5 per share)
- $10 per share upon FDA approval of Metsera’s monthly MET-097i+MET-233i combination (Pfizer has offered $6.50 per share).
- $6.50 per share upon FDA approval of Metsera’s monthly MET-097i monotherapy (Pfizer has offered $7 per share)
Novo Nordisk’s proposal values Metsera at up to $77.75 per share—more than double (approximately 133%) Metsera’s closing price on September 19, the last trading day before the Pfizer transaction was announced.
Metsera investors are somewhat warm to the Novo Nordisk offer, as shares of the New York City-based biotech have risen 24% to $64.71 in early trading as of 11:28 a.m. ET, from $52.21 yesterday. Novo Nordisk shares traded on NASDAQ Copenhagen, fell 3%, from DKK 334.85 ($51.90) to DKK 323.40 ($50.12) as of 11:11 a.m. ET (due to delayed reporting by the exchange).
Pfizer shares hardly budged, rising 0.7% to $24.47 as of 11:28 a.m. from $24.29 yesterday.
Allusion to Washington
Pfizer responded to the Novo Nordisk offer this morning with a statement citing the Danish biopharma’s dominance in weight management drugs—and alluding to Washington’s focus under President Donald Trump on building a domestic biopharma industry. Pfizer called Novo Nordisk’s bid “an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger.”
The apparent appeal to Washington comes a month after Chairman and CEO Albert Bourla, DVM, PhD, successfully negotiated the first “most favored nation” agreement with Trump’s administration, committing the pharma giant to cutting the prices of drugs sold via Medicaid and building $70 billion in manufacturing and R&D projects nationwide, in return for a three-year grace from tariffs on its products.
Pfizer also contended that the Novo Nordisk offer “is also structured in a way to circumvent antitrust laws and carries substantial regulatory and executional risk. The proposal is illusory and cannot qualify as a superior proposal under Pfizer’s agreement with Metsera, and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement,” Pfizer added.
Novo Nordisk leads in sales of obesity/weight management and diabetes drugs thanks to its franchise of blockbuster glucagon-like peptide 1 (GLP-1) receptor agonists. The company markets semaglutide for adult type 2 diabetes as Ozempic® and for obesity as Wegovy®.
Catching up to Novo Nordisk, however, is GLP-1 arch-rival Eli Lilly, which markets tirzepatide for type 2 diabetes as Mounjaro® and for obese or overweight adults as Zepbound®.
Today, Lilly reported better third-quarter results than expected by analysts. During Q1-Q3 2025, Mounjaro sales nearly doubled (up 94%) from $8.010 billion to $15.558 billion, including $65.515 billion garnered in Q3—while Zepbound sales tripled from $3.018 billion to $9.281 billion, including $3.588 billion racked up in the July-September quarter.
Novo Nordisk is set to report third quarter results on November 5.
Pfizer cited an earlier proxy filing by Metsera stating that it had rejected Novo Nordisk’s proposal due to “a variety of risks” in its deal structure. Metsera’s board concluded at the time that only Pfizer “could complete an acquisition of 100% of Metsera’s equity with the same level of certainty or on the same expected timeline as Pfizer.”
According to the filing, Novo Nordisk—referred to only as “Party 1,” but identified in Pfizer’s statement by name—initially offered to acquire Metsera for $2 billion cash, representing $21.13 per share of Metsera common stock.
“Potential regulatory concerns”
Metsera’s board rejected the $2 billion offer as insufficient, citing its planned initial public offering plus “potential regulatory concerns associated with a transaction with Party 1, including, among other things, the time that it may take to obtain regulatory clearance and the possibility that regulatory clearance may not be obtained.”
Novo Nordisk came back in August with an offer to buy Metsera for up to $10.5 billion (approximately $90.68 per share of Metsera common stock), consisting of up to $6.5 billion cash at closing, a non-tradable CVR of up to $4 billion based on unspecified milestones, plus a $500 million regulatory reverse termination fee.
In September, Novo Nordisk raised its offer to up to $91 per Metsera share: $56.50 in cash plus a non-tradeable CVR for up to $34.50 in cash upon achieving unspecified milestones, plus an unspecified regulatory reverse termination fee.
“In particular, the Board noted that, due to the previously discussed potential regulatory risks, closing could be delayed by up to 24 months (being the outside date that the parties had been discussing if the closing occurred at all[)].”
At the same time as Novo Nordisk’s September offer, Pfizer proposed a price of $50 per Metsera share, consisting of $40 cash plus one non-tradeable CVR representing the right to receive up to $10 in cash upon achieving clinical development and commercial milestones by specified deadlines.
Novo Nordisk was one of six companies that joined Pfizer in pursuing Metsera this year, according to the filing.
For now, Metsera is sticking with Pfizer’s agreement to buy the company: “Metsera’s Board of Directors reaffirm their recommendation that the holders of Metsera common stock approve the adoption of the Pfizer Merger Agreement and approve the Merger with Pfizer.”
$190M termination fee
Should Metsera at the end of the four-day period choose Novo Nordisk’s offer since it is larger, Metsera could end the deal with Pfizer and pay Pfizer a termination fee of $190 million, according to a Metsera regulatory filing regulatory filing posted September 22.
That day, Metsera joined Pfizer to announce that the pharma giant had agreed to acquire Metsera and return to the obesity and metabolic drug space from which it retreated this past spring following a clinical setback.
Pfizer agreed to acquire all outstanding shares of Metsera common stock for $47.50 per share cash, representing approximately $4.9 billion in enterprise value, plus give Metsera shareholders a non-transferable CVR entitling them to potential additional payments of up to $22.50 per share cash—adding up to $2.4 billion to the value of the deal—tied to the three clinical and regulatory milestones.
“The Pfizer transaction creates real, certain and immediate value for Metsera’s stockholders and ensures Metsera’s important drug candidate can emerge as a key competitor available to all Americans in this important therapeutic area,” Pfizer stated.
If Pfizer gets to acquire Metsera, it would return the pharma giant to the next-gen obesity drug scramble that it effectively exited in April when it halted development of danuglipron (PF-06882961). The company acted after a single patient treated with the once-daily oral chronic weight management therapy candidate in one of two Phase III dose optimization studies (NCT06568731 and NCT06567327) developed what Pfizer called a “potential drug-induced liver injury which resolved after discontinuation of danuglipron.”
That setback came nearly two years after Pfizer ended development of another obesity candidate, lotiglipron (PF-07081532), in June 2023 after an unspecified number of patients showed elevated transaminases in the Phase II C3991004 trial (NCT05579977) and two Phase I drug-drug-interaction studies, C3991040 (NCT05671653) and C3991047 (NCT05788328).
Pfizer emphasized at the time that none of the participants reported liver-related symptoms or side effects, none needed treatment, and there was no evidence of liver failure.
“The proposed acquisition of Metsera aligns with our focus on directing our investments to the most impactful opportunities and propels Pfizer into this key therapeutic area,” Bourla stated last month.
