Novo Nordisk, the Denmark-based Ozempic creator, has launched a bidding war with Pfizer Inc. to acquire New York-based Metsera Inc.
Founded in 2022, Metsera is a clinical-stage biopharmaceutical firm specializing in treatments for obesity and metabolic diseases.
Novo Nordisk’s proposal comes on the heels of a Sept. 22 announcement by both Metsera Inc. and Pfizer, Inc., stating they had entered into a definitive agreement for Pfizer to acquire Metsera. Headquartered in New York City, Pfizer touted the acquisition as a catalyst for accelerating “the next generation of medicines for obesity and cardiometabolic diseases.”
“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,” Albert Bourla, Pfizer chairman and CEO said in the statement.
Pfizer’s agreement included the purchase of all outstanding shares of Metsera common stock for $47.50 per share in cash at closing, translating to an enterprise value of nearly $4.9 billion. In addition, a non-transferable contingent value right would provide payments of up to $22.50 per share in cash, contingent on specific clinical and regulatory milestones.
“We look forward to joining forces with Pfizer to leverage their global clinical, regulatory, manufacturing, and commercial capabilities to realize the promise of improved human health at scale,” Whit Bernard, Metsera co-founder and CEO said in the September announcement.
Meanwhile, the Novo Nordisk proposal offers almost $10 more per share, with nearly $2 billion in additional value. Novo Nordisk would acquire all outstanding shares of Metsear’s common stock at $56.50 per share in cash, equating to an aggregated equity value of nearly $6.5 billion. It would also purchase contingent value rights for up to $21.25 per share, which translates to about $2.5 billion of aggregated value, based on reaching certain clinical and regulatory milestones.
The cash consideration would be paid at signing in exchange for non-voting preferred stock representing half of Metsera’s share capital. The contingent value rights would be issued after the closing in exchange for the remaining shares.
“Pfizer is aware of the reckless and unprecedented proposal by Novo Nordisk,” the company said. “It is an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger. It is also structured in a way to circumvent antitrust laws and carries substantial regulatory and executional risk.”
Under the terms of the Pfizer agreement, Metsera’s Board has up to four business days in which to negotiate terms with Pfizer. Metsera said it would consult with outside counsel and financial advisers to determine its course of action. Metsera claims it would be entitled to terminate the agreement with Pfizer if the Novo Nordisk offer is deemed as a superior company proposal.
Currently, the Pfizer agreement remains in effect.
The Epoch Times has reached out to Novo Nordisk for comment on Pfizer’s and Metsera’s statements about its bid for Metsera.
Founded in 1923, Novo Nordisk is headquartered in Denmark and currently employs over 78,000 people in 80 countries. Its products, including the popular Ozempic diabetes medication, are available in 170 countries.
Ozempic is an injectable prescription medicine that helps to manage blood sugar and reduce the risk of major cardiovascular events like a heart attack, stroke, or death in adults with type 2 diabetes. It estimates its 2025 revenue at $48.8 billion.
Pfizer is a 170-year-old firm with 37 manufacturing sites worldwide and is available in over 200 countries. The company has developed medications for cardiovascular health, cancer, and vaccines including the COVID-19 vaccine. It reported revenues of $28.4 billion as of August.
