Novo Nordisk and Pfizer are currently engaged in a fierce bidding war over the acquisition of obesity biotech company Metsera. Novo Nordisk recently raised its offer to buy out Metsera to a whopping $10 billion, up from the initial $8.5 billion offer that shook the pharma sector. This move came as a surprise after Pfizer’s $7.3 billion offer seemed like a done deal.
Under Novo Nordisk’s latest proposal, they would acquire all outstanding shares of Metsera’s common stock at a price of $62.20 per share in cash, totaling an approximate aggregated equity value of $7.2 billion. Additionally, the offer includes contingent value rights (CVRs) for up to $24.00 per share, based on the achievement of certain clinical and regulatory milestones, bringing the total offer to $10 billion. Metsera’s board of directors has deemed this offer as “superior.”
Pfizer, on the other hand, refutes these claims, stating that Novo Nordisk’s offer poses regulatory risks that make the completion of the transaction unlikely. Despite this, Novo Nordisk stands by its proposal, emphasizing its compliance with all applicable laws and its commitment to investing in the US market.
The bidding war reached a climax when Pfizer launched a lawsuit against both Metsera and Novo Nordisk for allegedly breaching the contractual merger agreement. The lawsuit, filed in the Delaware Court of Chancery, accuses Novo Nordisk and Metsera of breach of contract, breach of fiduciary duty, and tortious interference. Pfizer also sought a temporary restraining order to block Metsera from terminating the merger agreement, but this request was rejected, with a hearing scheduled for November 5th.
In response, Pfizer filed a second lawsuit, alleging anticompetitive behavior on the part of Novo Nordisk and Metsera, violating various sections of the Sherman Act. The legal battle between the companies continues to escalate as they vie for control over Metsera’s range of obesity assets, including its promising GLP-1RA platform and oral candidate in clinical trials.
The competition for Metsera underscores the strategic value both Novo Nordisk and Pfizer place on the company’s innovative obesity treatments. GlobalData analysis predicts significant growth in the obesity market, further fueling the urgency of this bidding war. The outcome of this battle will not only determine the fate of Metsera but also shape the landscape of the obesity treatment market for years to come.
