Novo Nordisk raises bid on Metsera to $10bn

Novo Nordisk relaunches in the race for Metsera and overtakes Pfizer with a $10 billion bid. The Danish company decided to up the ante in the competition with the US group for the acquisition of the American biotech from its previous $9 billion proposal. Pfizer, in turn, modified its September offer by only raising it on Monday 3 November with $60 per share in cash, compared to the initial $47.50, but on the other hand reduced its conditional payment from $22.50 to $10, a sign of a more cautious approach compared to Novo's more aggressive strategy.

On Wall Street, Metsera's share price gained almost 20 per cent at mid-session.

In detail, Novo's latest proposal envisages a cash payment of USD 62.20 per Metsera share, compared to USD 56.50 in the previous offer. Not only that. The Danish company is offering a conditional payment (contingent value right) of $24 per share, linked to the achievement of specific development and regulatory approval milestones. This second component of the proposal is a marked improvement on the previous offer.

The structure of the transaction, however, includes a 'payback' component on the part of Metsera. In fact, Novo proposes a two-step process: cash payment of $62.20 per share and subsequent issuance of non-voting preference shares to Novo Nordisk, worth half of Metsera's capital. Immediately thereafter, Metsera would declarean extraordinary dividend of $62.20 per ordinary share, with a record date ten days after the signing of the agreement.

For his part, Metsera described Novo's offer as 'superior' to the existing deal with Pfizer, thus opening a window for the latter to raise. Pfizer's chairman and CEO Albert Bourla, however, rejected Novo's new proposal, calling it 'illusory' and 'not qualifying as a superior offer', pointing out the high regulatory risks that could prevent its completion. 'This is an illegal attempt by a foreign company to circumvent antitrust laws by taking advantage of the temporary federal government shutdown,' Bourla said on a conference call during the presentation of the third quarter results. He also accused Novo of trying to 'eliminate an emerging competitor'.