WSJ : Pfizer and Metsera Reach Deal Expected to Top $10 Billion

Pfizer and Metsera Reach Deal Expected to Top $10 Billion
Pfizer prevails over Novo Nordisk after an unusual bidding war

  • Pfizer agreed to acquire Metsera for over $10 billion.
  • The deal followed a bidding war with Novo Nordisk.
  • Metsera is developing a once-monthly injection, as well as pills.

Pfizer PFE 0.04%increase; green up pointing triangle has agreed to buy the weight-loss drug startup Metsera MTSR 2.00%increase; green up pointing triangle in a deal that could be worth more than $10 billion, besting Novo Nordisk NOVO.B -5.13%decrease; red down pointing triangle following a heated bidding war.

Under the terms of the cash deal, Pfizer will pay $65.60 a share upfront and a contingent value right worth up to $20.65 a share, Metsera said Friday.

In September, Pfizer had agreed to buy Metsera for up to $7.3 billion. But Novo Nordisk then took the unusual step of trying to outflank Pfizer, setting off a bidding war.

Pfizer said it expected to close the transaction after Metsera shareholders vote on the deal Thursday.

“We look forward to quickly leveraging the scale of our global clinical, manufacturing and commercial infrastructure to accelerate Metsera’s portfolio and working to bring these important therapies to patients around the world,” Pfizer said.

Novo Nordisk didn’t immediately respond to requests seeking comment.

Pfizer prevailed after increasing its bid by 5 cents a share, matching Novo Nordisk’s most-recent offer, according to a person familiar with the matter.

Metsera said a recent call from the Federal Trade Commission warning about potential risks to proceeding with a Novo Nordisk deal played a role in the decision to take Pfizer’s offer.

In light of the call, Metsera’s board determined a deal with Novo Nordisk “presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer,” Metsera said.

The fight over Metsera was unusual, because Novo Nordisk reopened the bidding after Pfizer had clinched a deal.

The duel showed the attraction of the $72 billion global obesity drug market, one of the fastest-growing categories in pharmaceuticals, led by Novo Nordisk’s Wegovy and Eli Lilly’s Zepbound injections.

Metsera promised Pfizer a foothold in the market, after Pfizer’s earlier attempts at weight-loss pills struck out during testing.

The startup is developing a once-monthly injection, as well as pills.

The drug candidates could also have bolstered the portfolio at Novo Nordisk, which has lost its anti-obesity lead to Eli Lilly. Novo Nordisk replaced its chief executive and shook up its board this year.

The FTC has already approved Pfizer’s acquisition of Metsera, Pfizer said last month. During the bidding war, the drugmaker kept working on its plans for combining with Metsera, the person said.