Pfizer wins! Acquires Metsera for $10 billion, defeating Novo Nordisk

After a fierce bidding war with Novo Nordisk, Pfizer has successfully acquired weight loss drug startup Metsera Inc. for $10 billion.

According to Metsera’s statement released on Friday night, Pfizer will acquire the company at a price of up to $86.25 per share. This offer includes an initial cash payment of $65.60 per share, plus a potential additional payment of up to $20.65 per share if certain milestones are achieved. Compared to Metsera’s closing price of $33.32 on September 22, before Pfizer’s first announcement of its intention to acquire, the final offer represents a premium of 159%.

In its statement, Metsera noted that Novo Nordisk’s acquisition proposal would expose the company and its shareholders to “unacceptable legal and regulatory risks,” mentioning that the U.S. Federal Trade Commission (FTC) had previously inquired about potential risks in Novo Nordisk’s deal structure. By contrast, Pfizer’s acquisition plan has received FTC approval, providing certainty for the transaction. Pfizer said it expects to complete the deal shortly after Metsera’s shareholder meeting on November 13.

This dramatic bidding war has come to an end, marking a resolution to key strategic dilemmas for both pharmaceutical giants. Novo Nordisk has been working to catch up with rival Eli Lilly, while Pfizer, after multiple failed attempts to develop its own weight loss drugs, urgently needed an effective route into this booming field.

Pharma Giants’ Strategic Calculations

According to a previous Wallstreetcn article, Pfizer originally agreed in September to acquire New York-based Metsera at $70 per share, but Novo Nordisk shocked Wall Street with a higher offer and launched a bidding war. In response, Pfizer tried to block Novo Nordisk’s bid in the Delaware Chancery Court, but the request was rejected by the judge. Pfizer also sued Novo Nordisk in federal court in Delaware on antitrust grounds, but Metsera called its arguments “nonsense.”

As Pfizer and Novo Nordisk kept raising their bids, Metsera’s stock price soared. Since Pfizer’s initial announcement of the deal, its share price has risen about 150%. According to reports, Pfizer increased its offer further in the final stages. On Friday, Metsera’s shares rose 2% in New York trading to $83.18, giving the company a market value of about $8.75 billion. The stock continued to climb 7% in after-hours trading.

For Pfizer and Novo Nordisk, acquiring Metsera is a key step to solving core business pressures. Pfizer CEO Albert Bourla is known for his aggressive deal-making style, and after declines in COVID-related revenue and multiple setbacks in its own weight loss drug trials, he desperately needed a major win to boost the company. It is projected that by the end of this decade, expiring patents will erode more than $15 billion in Pfizer's sales, making the need to replenish its R&D pipeline urgent.

Meanwhile, Novo Nordisk is under tremendous pressure from competitor Eli Lilly, and its stock has underperformed. By acquiring Metsera, Novo Nordisk had hoped to strengthen its competitive position in the weight loss drug sector in the face of an increasingly intense market.

The Next Big Bet in a $100 Billion Market

Ultimately, the attitude of the U.S. government was the key factor in deciding the winner. In its statement, Metsera made it clear that its board believes Pfizer’s new offer is “the best deal for shareholders both in terms of value and transaction certainty.”

This “certainty” mainly comes from regulatory aspects. The FTC raised concerns about Novo Nordisk’s proposal, saying it “may violate procedural requirements” of pre-merger review laws. In contrast, the FTC has stated it has no objections to Pfizer’s acquisition of Metsera.

The core goal of this acquisition is to win in the next generation of weight loss drugs. It is estimated that by 2030, the global weight loss drug market could reach $100 billion. Next-generation drugs are expected to match or surpass the efficacy of existing weekly injection treatments like Eli Lilly’s Zepbound—and may offer less frequent dosing and fewer side effects such as nausea and vomiting.

Founded in 2022, Metsera is focused on developing next-generation weight loss drugs. It has three pipeline drugs in early to mid-stage development, which may offer longer-lasting effects or fewer side effects than current drugs such as Novo Nordisk’s Wegovy. Any pharmaceutical company that delivers such incremental but highly practical improvements has the chance to seize a major share of the future market.

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