Pfizer and Novo fatten their bids for weight-loss drugmaker Metsera
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Pfizer and Novo Nordisk on Tuesday both sweetened their bids for weight-loss drugmaker Metsera, to a maximum of $8.1 billion and $10 billion, respectively.
Why it matters: This reflects how biotech is seeking to corner the next generation of anti-obesity medicines, following the blockbuster success of Novo's Wegovy and Ozempic.
Catch up quick: Pfizer in September agreed to buy Metsera for up to $7.3 billion. Novo last week offered up to $9 billion.
- Metsera's board hasn't officially recommended the Novo deal yet, but has said it constitutes a superior offer to Pfizer's.
- Pfizer, meanwhile, has sued both Novo and Metsera, arguing that U.S. antitrust regulators would object to Novo adding Metsera on top of Ozempic and Wegovy.
The intrigue: Novo recognizes the risk, thus originally offering to pay around $6.5 billion at the time of signing the merger agreement — i.e., before shareholder or regulatory approval. It also would pay Pfizer a $190 million termination fee. That figure now appears to have climbed to $7.2 billion.
- Metsera shareholders would get that money as a cash dividend, with Novo getting around a 50% company stake (albeit as non-voting shares).
- If the full Novo sale doesn't happen, for whatever reason, then Metsera shareholders keep the cash and Novo keeps its position. If Metsera then sells to someone else, including Pfizer, it likely would first need to pay back the $7.2 billion to Novo.
The bottom line: Pfizer finds this structure too cute by half, thus the lawsuits.
