Pfizer has won the week-long bidding war for Metsera with an upwardly revised up-to-$10 billion offer matching that of rival Novo Nordisk—and more than a little help from Washington.
Pfizer’s victory was complete Saturday morning when Novo Nordisk confirmed that it would not increase its offer for Metsera beyond the up-to-$10 billion offer it made on Thursday.
“Following a competitive process and after careful consideration, Novo Nordisk will not increase its offer to acquire Metsera consistent with its commitment to financial discipline and shareholder value,” the Danish obesity and diabetes biopharma giant said in its statement.
“Novo Nordisk is advancing a pipeline of diverse treatment options for obesity and continues to invest in its promising portfolio of next-generation assets, with the ambition of meeting the needs of millions of people living with diabetes, obesity and their associated comorbidities,” the company added. “It will continue to assess opportunities for business development and acquisitions that meet its criteria for returns and capital allocation and that further its strategic objectives.”
Quest to maintain leadership
In challenging Pfizer, Novo Nordisk sought to maintain a leading position in obesity and weight management drugs in the face of numerous disruptions. 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®.
During the first nine months of 2025, Ozempic generated DKK 95.264 billion ($14.753 billion), up only 10% from DKK 86.489 billion ($13.395 billion) in January-September 2024. Wegovy sales jumped 49% year-over-year, to DKK 57.242 billion ($8.865 billion) from DKK 38.34 billion ($5.938 billion).
In the third quarter alone, Ozempic reported DKK 30.744 billion ($4.763 billion) in sales, up 3% from DKK 29.804 billion ($4.615 billion) in Q3 2024, while Wegovy racked up DKK 20.354 billion ($3.152 billion), up nearly 18% from DKK 17.304 billion ($2.681 billion) in the year-ago quarter.
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®.
Lilly this year has enjoyed faster-growing sales for its GLP-1 drugs: Mounjaro sales nearly doubled (up 94%) from $8.010 billion to $15.558 billion, including $6.515 billion garnered in Q3 (more than double a year earlier)—while Zepbound sales tripled from $3.018 billion to $9.281 billion, including $3.588 billion racked up in the July-September quarter, nearly triple (185%) Q3 2024.
Both Lilly and Novo Nordisk face a slew of potential competitors—from giants such as Amgen and Roche; smaller biopharmas like Viking Therapeutics; and even compounding pharmacies, which market drugs with a similar active ingredient at a lower cost.
Returning to the fray
Pfizer’s successful offer represents a purchase price of up to $86.25 per share, consisting of $65.60 per share cash or approximately $7.6 billion, plus a contingent value right (CVR) entitling holders to up to $20.65 per share cash or $2.4 billion, tied to achieving milestones. Pfizer’s $86.25 offer marks a 3% premium to Metsera’s afterhours (8 p.m. ET Friday) closing stock price of $89—and a matching of a revised offer made Thursday by Novo Nordisk.
By contrast, Pfizer’s initial deal for Metsera valued the company at $47.50 per share cash at closing, representing approximately $4.9 billion in enterprise value, plus potential additional payments of up to $22.50 per share cash tied to milestones, adding up to $2.4 billion to the value of the deal.
“The Metsera board of directors has determined that the revised terms represent the best transaction for shareholders, both from the perspective of value and certainty of closing,” Metsera said in a statement.
FTC—and Trump—weigh in
Metsera disclosed that it received a call from the U.S. Federal Trade Commission (FTC) “regarding potential risks from proceeding with the proposed Novo Nordisk structure under U.S. antitrust laws.”
Novo Nordisk insists that its revised offer posed no potential antitrust issue for Metsera: “We believe that the structure of our potential merger agreement is compliant with antitrust laws.”
But as a result of the FTC call, Metsera said, its board decided that Novo Nordisk’s offer for the company “presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer, including risks that the initial dividend may never be paid or may be subsequently challenged or rescinded.”
Metsera now says it remains committed to merging with Pfizer, “which Metsera believes will deliver immediate and substantial value to Metsera stockholders.”
Even before Metsera disclosed the FTC call, Washington weighed in on the Pfizer-Novo Nordisk bidding war. The agency sent lawyers for Novo Nordisk and Metsera a letter warning that a merger by the companies may violate the Hart-Scott-Rodino (HSR) Act “if the parties consummate the transaction without first filing for premerger review.”
Novo Nordisk CEO Maziar (Mike) Doustdar responded during the Thursday public announcement by his company and Lilly of their agreement with President Donald Trump’s administration to reduce the price of GLP-1 drugs for Medicare and Medicaid patients and commit to billions of dollars in manufacturing and R&D projects in the U.S. According to the administration, Novo Nordisk committed to $10 billion in projects stateside, including producing end-to-end in the U.S. a future tablet version of Wegovy if approved, while Lilly promised in March to build $27 billion worth of U.S. projects.
In return, the companies said, they were given a three-year exemption from tariffs.
At the event, Doustdar dared Pfizer to outspend his company for Metsera: “Our message to Pfizer is that if they would like to buy the company, then put your hand in the pocket and bid higher.”
When a reporter asked Doustdar about the bidding war for Metsera with Pfizer, and the FTC’s stance, Trump left no doubt that Novo Nordisk faced potential headwinds from Washington if it were to continue pursuing Metsera.
Looking at Doustdar as he returned to the lectern to answer the reporter, Trump interjected: “Maybe you should give us a piece of the company like I’ve been asking for.”
Set to close Thursday
Pfizer and Metsera now anticipate closing their acquisition deal following a special meeting set for Thursday for Metsera shareholders to approve the transaction.
Just over a week ago, Metsera appeared to be heading for an uneventful completion of its deal to be acquired by Pfizer. The tranquility ended when Novo Nordisk interrupted the proverbial wedding November 3 with its initial and higher offer of up to $9 billion for Metsera.
The two-part offer consisted of, first, $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.
The second part was a CVR of up to $21.25 per share cash tied to achieving development and regulatory approval milestones that Metsera acknowledged were “substantially similar” to those agreed in the Pfizer deal, with Novo Nordisk acquiring the rest of Metsera’s outstanding shares.
Pfizer reacted angrily, by hauling Novo Nordisk and Metsera into Delaware Chancery Court seeking to hold Metsera’s board to their original deal with Pfizer. But the court on Wednesday denied Pfizer’s request for a temporary restraining order to prevent Metsera from terminating that original merger agreement in favor of Novo Nordisk’s higher offer.
Pfizer said Wednesday it would continue litigating its case against Metsera and Novo Nordisk, as well as pursue an antitrust lawsuit against the Danish biopharma giant.
But the court decision also set in motion another round of bids by both suitors for Metsera. Novo Nordisk raised its offer to $10 billion—an offer Pfizer opted to match Friday.
Loncar answered his own question: “No.”
