Pfizer wins over Novo to acquire obesity start-up Metsera

Pfizer won the bidding war against Novo Nordisk to acquire Metsera, a biotech specializing in obesity drugs.

The pharmaceutical giant increased its offer, valuing the startup at around $10 billion, Metsera announced Friday.

In a statement, the biotech also said it received a call from the Federal Trade Commission regarding the potential risks of Novo’s offer under U.S. antitrust laws, leading the board to determine that Novo’s offer “presents unacceptably high legal and regulatory risks” compared to Pfizer’s offer.

Pfizer said in a statement: “We are pleased that we and Metsera have agreed to these revised terms, which will provide immediate and certain value to Metsera shareholders. » He would pay $65.60 per share in cash, then a contingent value fee of up to $20.65. Pfizer hopes to close the deal with the biotech soon after Metsera’s November 13 shareholder meeting.

Pfizer’s winning bid matches Novo’s most recent proposal, made Thursday.

In a statement Saturday morning, Novo said it would not increase its offer further.

The development caps a high-stakes battle between two pharmaceutical giants to gain ground in the booming obesity market. Pfizer initially announced it would acquire Metsera about a month ago for up to $70 per share. But Novo burst in last week with a surprise takeover bid. The two companies then went back and forth with higher offers, and Pfizer even filed two lawsuits against Novo and Metsera.

Pfizer, which has no approved treatments for obesity, may now have a chance to enter the market with Metsera’s candidates, designed to be administered monthly. Medications that are currently very popular on the market are taken weekly.

Novo, although first on the market with the blockbusters Ozempic and Wegovy, has fallen behind Eli Lilly and is trying to regain its lead. It’s unclear how much value Metsera’s candidates would have added to Novo’s pipeline, as there are overlapping drug mechanisms, such as targeting the hormones GLP-1 and amylin. But the amount of money Novo was willing to pay for the biotech raised questions about Novo’s confidence in its own candidates and underscored its need for new growth engines.

One of the main sticking points of Novo’s offer was that it was structured such that Novo would first pay a large sum to acquire half of Metsera’s shares, and that money would be paid to Metsera shareholders in the form of dividends. Pfizer argued that Novo would attempt to do so before obtaining regulatory approval for the deal, even though the move would effectively lock out other potential acquirers, since executives and employees could pocket the money and leave before the deal closes.

The FTC also raised this concern in a letter sent to Novo and Metsera.

Metsera, in its Friday statement, said some of the risks associated with Novo’s offer include “risks that the initial dividend may never be paid or may subsequently be challenged or canceled.”

In its statement Saturday, Novo said it believed the structure of its proposal complied with antitrust laws.

Metsera’s lead candidates are a GLP-1 drug, MET-097i, and an amylin drug, MET-233i. Both showed promising effectiveness when given weekly in early trials, but Metsera has not yet released data proving the drugs have competitive effectiveness when given monthly.

This story has been updated with comment from Novo Nordisk.