The bidding war over biotechnology company Metsera (MTSR) has intensified, drawing fierce competition from pharmaceutical giants Pfizer (PFE) and Novo Nordisk (NVO). Metsera announced on Tuesday that both bidders have raised their offers, though Novo Nordisk’s proposal remains more favorable. According to the statement, Pfizer has two more business days to continue negotiations. If the board still determines that Novo Nordisk’s offer is superior by that time, it reserves the right to terminate the original merger agreement.
The acquisition process began in late September, when Pfizer first reached an agreement with Metsera, offering $47.50 per share in cash, valuing the deal at a base of $4.9 billion. The agreement also included potential milestone payments of up to $22.50 per share, which could bring the total transaction value to $7.3 billion. However, just as Pfizer expected to finalize the deal by the end of the year, Novo Nordisk entered the bidding last Thursday. The latter proposed an upfront cash payment of $6 billion, with the total value approaching $9 billion including milestone payments. This move triggered a mechanism requiring Pfizer to submit a revised offer within four business days.
In response to the competition, Pfizer raised its offer to a maximum of $70 per share, consisting of $60 in cash and $10 in milestone payments, bringing the total value to approximately $8.1 billion. Novo Nordisk, in turn, increased its bid to a maximum of $86.20 per share, including $62.20 in cash and $24 in milestone payments, pushing the total transaction value close to $10 billion. Metsera went public in January at $18 per share, and its stock price has since surged nearly fourfold. The company holds several experimental weight-loss drugs, including MET-097i, a once-monthly GLP-1 injection, and MET-233i, which mimics the pancreatic hormone amylin. These treatments offer significantly less frequent dosing compared to the current mainstream weekly injection regimens.
Alongside the bidding war, legal battles have also emerged. The day after Novo Nordisk submitted its bid, Pfizer filed a lawsuit in the Delaware Court of Chancery, seeking to prevent Metsera from terminating the original merger agreement. Pfizer argued that Novo Nordisk’s proposal carries significant execution risks and does not constitute a valid superior offer. In a statement, Pfizer criticized the move as “reckless and unprecedented,” alleging that it reflects a market leader’s attempt to suppress competition through acquisition, which may violate antitrust laws. Notably, Pfizer recently reached an agreement with the Trump administration on domestic investment and drug price reductions and joined the “Trump Card Pharmacy” direct purchasing plan. Observers speculate that Pfizer’s use of terms like “anti-competitive” in its statement is aimed at attracting regulatory scrutiny.
On Monday, Pfizer filed another lawsuit in the Federal District Court of Delaware, accusing Novo Nordisk’s acquisition of being anti-competitive and alleging collusion among Metsera, its majority shareholder, and Novo Nordisk. Novo Nordisk responded by stating that its proposal complies with all applicable laws and is in the best interests of patients and Metsera’s shareholders. Metsera, in its own statement, asserted that Pfizer is attempting to use legal means to acquire the company at a lower price than its competitor.
