Pharmaceuticals

Pfizer wins war with Novo Nordisk and acquires slimming drug start-up Metsera

Pfizer will pay up to $86.25 per share, including $65.60 per share in cash, plus potential additional payments of up to $20.65 per share

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

Pfizer has acquired Metsera. The $10 billion deal ends a tumultuous bidding war with Novo Nordisk for the weight-loss drug start-up.

Metsera said Friday night that Pfizer will pay up to $86.25 per share, including $65.60 per share in cash, plus potential additional payments of up to $20.65 per share upon reaching certain milestones.

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The announcement puts Pfizer in a position to end a bidding war between two of the world's largest pharmaceutical companies, both of which are interested in Metsera. Novo, which had submitted an unsolicited bid for Metsera in October, sought to keep pace with rival Eli Lilly & Co. and boost its share price, while Pfizer sought a viable way into the red-hot obesity sector after several false starts with weight-loss drugs.

The Role of the US Government

In the end, it was the US government that played the most important role in determining which company would prevail.

A purchase by Novo would present 'unacceptably high legal and regulatory risks to Metsera and its shareholders' due to US antitrust concerns, Metsera said in a statement on Friday, noting a request from the US Federal Trade Commission regarding the potential risks of proceeding with Novo's proposed deal structure. For its part, Pfizer had already obtained FTC clearance for its bid.

Metsera's board of directors determined, according to the statement, that Pfizer's new offer was 'the best transaction for the shareholders, both in terms of value and certainty of closing'.

In a statement, Pfizer said it was 'pleased to have agreed terms with Metsera that will provide immediate and certain value to Metsera's shareholders'. The company said it expects to close the transaction shortly after Metsera's shareholders' meeting on 13 November.

Pfizer's CEO, Albert Bourla, has long coveted an obesity drug that could guarantee a big hit and offset declining sales of the Covid business, which has expiring patents expected to erode sales by more than $15 billion by the end of the decade.

The company's shares fell sharply after the pandemic spike and multiple attempts to develop anti-obesity pills in-house failed.

A 100 billion market in 2030

The deal with Metsera aims to win the next generation of obesity drugs in a market expected to reach $100 billion by 2030. The next series of drugs is expected to have the same or better efficacy as Zepbound, Lilly's weekly injection, but with less frequent dosing and fewer side effects such as nausea and vomiting. A pharmaceutical company that can offer these kinds of improvements could capture a significant share of the market in the long term.

Metsera, founded in 2022, has three drugs in early or mid-stage development, including drugs that might have fewer side effects or last longer than existing drugs, such as Novo's Wegovy.

Bidding war

Pfizer had initially agreed to buy Metsera for $70 a share in September, before Novo surprised Wall Street with a higher offer. Pfizer, which had failed to obtain a court order blocking Novo's bid, raised its offer on Monday, only to see Novo improve its proposal.

As Pfizer and Novo continued to raise their stakes, Metsera's stock skyrocketed. Metsera shares have gained about 150% since before the original sale agreement to Pfizer. On Friday, the stock rose 2% to $83.18 in New York trading, bringing the company's market value to about $8.75 billion.

On Friday morning Pfizer had further increased its offer, which was 5 cents per share higher than the company's previous proposal. The announced price of $86.25 per share represents a 159% premium over the $33.32 closing price of Metasera's shares on the last trading day before the deal with Pfizer was announced on 22 September.

Salvation for Pfizer came via the Ftc, which raised concerns that Novo's proposed bid 'may violate the procedural provisions' of the law requiring pre-merger review. Ftc said it had no problem with Pfizer's bid for Metsera.

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