Pfizer’s planned acquisition of Metsera has entered a new phase as Novo Nordisk submitted an increased $10 billion proposal, surpassing Pfizer’s revised $8.1 billion offer and prompting a renewed corporate standoff that includes multiple lawsuits.
Last Thursday, Novo Nordisk made a renewed bid for Metsera, despite Pfizer having announced more than a month earlier its intention to acquire the biotech for $4.9 billion upfront, with an additional $2.4 billion tied to milestones. Pfizer responded by filing two lawsuits in recent days, accusing both Novo and Metsera of breach of contract and anticompetitive conduct.
However, according to a new press release from Metsera, Pfizer approached the biotech on Monday with an adjusted proposal that increases the immediate payment while reducing the milestone-linked portion. The revised offer raises the upfront price from $47.50 to $60 per share, while milestone-related payments drop from $22.50 to $10 per share. This adjustment brings Pfizer’s total offer to approximately $8.1 billion, up from the previous $7.3 billion.
Novo Nordisk countered with its own revised proposal, valuing Metsera at $10 billion. This includes a cash payment of $62.20 per share and a contingent value right of $24 per share, up from the earlier $56.50 and $21.25 figures, respectively. Novo’s latest offer represents a 159% premium to Metsera’s share price as of September 19, when Pfizer initially announced its deal.
Metsera described Novo’s updated proposal as a “superior” offer under the terms of its agreement with Pfizer. As outlined in that agreement, Pfizer now has two business days to deliver an improved proposal before the acquisition contract is terminated. Novo has also agreed to pay the $190 million termination fee associated with Pfizer’s original deal if Metsera proceeds with the Danish company’s bid.
In one of its lawsuits, Pfizer argued that Novo’s proposal does not meet the criteria of a superior offer, asserting that the bid “is not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal.” Pfizer has accused Novo and Metsera of “tortious interference” and attempting to block a potential competitor.
On Pfizer’s third-quarter earnings call, CEO Albert Bourla maintained that Novo’s offer would likely face regulatory obstacles, stating, “Novo Nordisk’s offer is illusory and cannot constitute a superior proposal under the terms of our merger agreement with Metsera, because it violates antitrust law and there is a high risk it will never be consummated.” He also described the U.S. Federal Trade Commission’s early termination of the deal’s waiting period as “unprecedented during a government shut down.”
Bourla said Pfizer remains committed to its combination with Metsera, emphasizing that it would create long-term value and strengthen the company’s focus on obesity-related treatments.
With Novo’s offer exceeding Pfizer’s by about $1.9 billion, the outcome now depends on whether Pfizer presents another counteroffer within the required timeframe. If it does not, Metsera plans to terminate its agreement with Pfizer and proceed with Novo’s acquisition.
