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Pfizer has clinched a deal worth up to $10bn to buy weight-loss start-up Metsera, capping a dramatic takeover battle after Ozempic maker Novo Nordisk tried to gatecrash its earlier bid.
After a week-long bidding war which was prompted by Novo submitting an unsolicited offer for Metsera in late October, the weight-loss biotech said late on Friday that it had opted to pursue a deal with Pfizer because of antitrust concerns raised by the US competition watchdog over Novo’s offer.
Pfizer’s new deal to buy Metsera values the biotech at as much as $2.7bn more than an earlier agreement from September. As part of the deal, Metsera’s shareholders will receive $65.50 a share in cash upfront and a further $20.65 a share based on certain clinical trial milestones being met.
Metsera said it had received a call from the US Federal Trade Commission warning about the unusual structure of Novo’s deal, leading it to conclude that it “presents unacceptably high legal and regulatory risks”. Novo, alongside Eli Lilly, is one of the dominant players in the weight-loss drug market with its Ozempic and Wegovy medicines.
The unusual two-step structure of Novo’s deal, which offered to pay Metsera’s shareholders more than $7bn almost immediately upon signing via a dividend, prompted Pfizer to file lawsuits to block the acquisition and drew warnings from the FTC that it “may violate” antitrust rules.
In a letter to Metsera’s board earlier this week, the FTC said it could demand “the refund of any monies paid upfront”. Metsera added on Friday that one of the risks of Novo’s deal was “that the initial dividend may never be paid or may be subsequently challenged or rescinded”.
Metsera, which was founded just three years ago and has 100 employees, has among the most promising pipelines of experimental weight-loss treatments, including a longer-acting, monthly injectable, a weight-loss pill and drugs using a different chemical mechanism, Amylin.
The takeover battle drew back and forth jousts from Pfizer and Novo. Under its new chief executive Maziar Mike Doustdar, Novo is trying to reverse a 50 per cent share price slide as investors fear it is being beaten by Eli Lilly in the weight-loss drug race. Meanwhile, Pfizer is trying to buy a foothold in the lucrative market after its medicine being developed in-house flopped in clinical trials earlier this year.
At an appearance at the White House announcing a drug pricing deal on Thursday, Doustdar said Novo had outbid Pfizer and goaded its US rival to boost its bid.
“Our message to Pfizer is: if they would like to buy the company, then put your hand in your pocket and bid higher, it’s a free market,” he said, adding that “this has nothing to do with the FTC”.
On an earnings call earlier this week, Pfizer chief executive Albert Bourla criticised Novo’s Metsera bid. “It is an illegal attack by a foreign company to do an end run around antitrust laws, taking advantage of the government shutdown.”
