Pfizer Completes Acquisition of Metsera, Ending Hotly Contested Bidding Offer

The deal is significantly higher than Pfizer’s original bid for Metsera in September.

A Pfizer office in a file image. Johanna Geron/Reuters

Pharmaceutical maker Pfizer announced on Nov. 13 that it had completed its $10 billion acquisition of Metsera, ending a convoluted bidding war for the clinical-stage obesity biotech company.

Pfizer purchased all outstanding shares of Metsera stock at $65.60 per share, an enterprise valuation of about $7 billion, with additional contingent value right (CVR) payments of $20.65 per share that are tied to Metsera hitting certain clinical and regulatory milestones.

Metsera, founded in 2022 and headquartered in New York City, will become a wholly owned subsidiary of Pfizer, and its stock will cease trading under the ticker symbol MTSR at close of trading on Nov. 13.

Albert Bourla, Pfizer’s chairman and CEO, said in a statement that the acquisition represents an investment in the future of weight-loss medications. Metsera is developing a portfolio of oral and injectable obesity drugs, including an injectable once-a-month GLP-1 inhibitor.

“By acquiring Metsera, we are directing our resources toward one of the most impactful and high-growth therapeutic areas and positioning ourselves to define it,” Bourla said. “We look forward to combining Metsera’s innovative portfolio with our global development, manufacturing, and commercial infrastructure.”

“Working with our talented new colleagues from Metsera, we will advance our shared goal of accelerating and bringing these important candidate therapies to patients around the world,” he said.

The deal is significantly north of Pfizer’s original bid for Metsera, which was announced in September. That deal included an agreement to purchase all outstanding shares of Metsera’s common stock at $47.50 per share—an enterprise valuation of $4.9 billion—with CVR payments of up to $22.250 per share for three regulatory and development milestones.

Those targets included $5 per share once its MET-097i and MET-233i monthly injectable GLP-1 candidate started Phase 3 clinical trials, $7 per share if the U.S. Food and Drug Administration (FDA) approved MET-097i, and $10.50 per share if the FDA approved the combined MET-097i and MET-233i drug.

The deal nearly unraveled, however, after Novo Nordisk of Bagsværd, Denmark—maker of popular GLP-1 medications Wegovy and Ozempic—tendered an unsolicited offer on Oct. 30 for approximately $9 billion, valuing Metsera’s shares at a premium of $77.75 per share.

Pfizer countered by filing multiple lawsuits in the U.S. District Court for the District of Delaware against Metsera and Novo Nordisk, alleging that Novo Nordisk was violating federal antitrust laws and attempting to kill the Pfizer deal to protect its position as the dominant GLP-1 provider in the U.S.

“We believe that antitrust regulators in the U.S. and elsewhere around the world will not tolerate Novo Nordisk’s flagrant attempt to make an end run around the antitrust laws and potentially gain the ability to quash an emerging competitor,” Pfizer announced in a statement on Nov. 5.

The Federal Trade Commission raised concerns about Novo Nordisk’s actions in a letter to legal counsel for both companies. Despite Novo Nordisk upping its offer, Metsera said in a press release on Nov. 7 that it entered into an amended merger agreement with Pfizer.

The transaction is dilutive through 2030 in order for Pfizer to make ongoing investments in Metsera’s emerging portfolio of obesity drugs. Citi was Pfizer’s financial adviser throughout the transaction process, with Wachtell, Lipton, Rosen & Katz serving as legal advisers.