Pfizer Prevails in High-Stakes Bidding War for Metsera, Sealing $10 Billion Deal

In a dramatic conclusion to a fierce bidding war, Pfizer has emerged victorious in its pursuit of obesity drug developer Metsera. The pharmaceutical giant secured a deal valued at up to $10 billion, outmaneuvering rival Novo Nordisk in a complex and contentious acquisition process that captivated the industry for weeks.

Deal Structure and Financial Terms

Pfizer's winning bid consists of $65.60 per share in upfront cash, totaling approximately $7.6 billion, with an additional contingent value right (CVR) of up to $20.65 per share. This structure brings the potential total value to $86.25 per share, or roughly $10 billion. The deal represents a significant premium of 159% over Metsera's share price prior to the initial acquisition announcement in September.

Metsera's board of directors unanimously endorsed Pfizer's revised offer, citing both its superior value and higher certainty of closing compared to Novo Nordisk's proposal. The acquisition is expected to close promptly following a shareholder meeting scheduled for November 13, having already received clearance from the U.S. Federal Trade Commission (FTC).

Legal Battles and Regulatory Scrutiny

The path to this agreement was marked by intense legal maneuvering and regulatory concerns. Pfizer filed multiple lawsuits against both Metsera and Novo Nordisk, alleging breach of contract, tortious interference, and anticompetitive behavior. The company argued that Novo's bid was designed to evade antitrust review and suppress competition in the rapidly growing obesity drug market.

A pivotal moment came when the Delaware Court of Chancery denied Pfizer's request for a temporary restraining order to block Metsera from considering Novo's offer. However, the FTC raised concerns about the structure of Novo's proposal, particularly regarding potential violations of the Hart-Scott-Rodino Antitrust Improvements Act.

Strategic Implications for Pfizer and the Obesity Drug Market

For Pfizer, the acquisition of Metsera represents a significant step in bolstering its position in the highly competitive obesity drug market. The deal brings with it Metsera's promising pipeline, including MET-097i, a Phase 2b injectable GLP-1 receptor agonist with potential for monthly dosing, and other innovative compounds targeting weight loss.

This successful acquisition follows a series of setbacks for Pfizer in the obesity space, where its internal R&D efforts had previously fallen short. The integration of Metsera's assets is expected to accelerate Pfizer's entry into this lucrative therapeutic area, challenging established players like Novo Nordisk and Eli Lilly.

Industry Reactions and Future Outlook

The intense competition for Metsera has been viewed by analysts as a harbinger of increased M&A activity in the pharmaceutical sector, particularly for assets in high-growth areas like obesity and metabolic disorders. BMO Capital Markets analyst Evan Seigerman noted, "If we learned one thing these past 10 days...M&A is only likely to continue, with interest in high-quality, differentiated assets is one of the key drivers of both Biotech and BioPharma in 2025/2026."

As the dust settles on this high-profile acquisition, the pharmaceutical industry will be closely watching how Pfizer integrates Metsera's pipeline and navigates the competitive landscape of obesity therapeutics. Meanwhile, Novo Nordisk, despite the setback, is expected to continue its aggressive pursuit of strategic acquisitions and partnerships to maintain its strong position in the metabolic disease market.