MET-097

Novo Nordisk is looking to trump Pfizer's $7.3-billion agreement to acquire obesity drug developer Metsera with a sweetened bid potentially worth up to $9 billion. Under the proposal announced Thursday, Novo would acquire Metsera for $56.50 per share in cash, or around $6.5 billion, with the latter also eligible for contingent value rights (CVRs) of up to $21.25 per share in cash, or approximately $2.5 billion. Last month, Pfizer agreed to buy Metsera for $47.50 per share in cash at closing, for an initial payment of about $4.9 billion, with additional CVRs of up to $22.50 per share tied to key clinical and regulatory milestones. The deal is positioned as giving Pfizer a new push in the fast-growing obesity drug market, having faltered with its own programmes, such as the oral GLP-1 programme danuglipron. Following the announcement, documents released by Metsera indicated that it had earlier received a numerically better offer than Pfizer's from an undisclosed company, but decided against pursuing this given potential regulatory issues and timelines around the payment of CVRs.  Pfizer hits back… In response to Novo's announcement, Pfizer called the move "reckless and unprecedented," noting that "it is an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger." Metsera's pipeline is headed by the ultra-long-acting GLP-1 receptor agonist MET-097i, with recent data from a pair of Phase IIb studies supporting progression of the drug into Phase III testing in late 2025. Other assets under development include the early-stage monthly amylin analogue MET-233i, as well as two oral GLP-1 candidates expected to soon enter clinical testing. Novo said that a purchase of Metsera would be in line with its long-term strategy in obesity and diabetes. The Danish drugmaker did not disclose the CVR terms, but indicated that they would be linked to certain clinical and regulatory milestones. Meanwhile, under Pfizer's offer, Metsera shareholders stand to receive $5 per share upon the start of a Phase III trial of the MET-097i/MET-233i combination, $7 per share upon FDA approval of monthly MET-097i monotherapy, and $10.50 per share if the monthly MET-097i/MET-233i combo wins FDA approval. …and questions legality Pfizer also criticised the make-up of Novo's bid, suggesting that it is structured in order "to circumvent antitrust laws," while it carries substantial regulatory and executional risk. "The proposal is illusory and cannot qualify as a superior proposal…and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement," the company said. However, Metsera responded to Novo's offer by deeming that it is "superior" to the agreement with Pfizer, which at this time remains in place. Metsera explained that Pfizer has a four-day period during which the parties can negotiate terms of the deal that would reinstate it as a "superior" bid. The unsolicited bid from Novo comes amid a turbulent year for the Danish drugmaker, culminating in the replacement of its CEO, a global streamlining and more recently, an overhaul of its board. The changes follow pressure from Novo's majority shareholder, the Novo Nordisk Foundation, which is looking to inject more urgency into the company's response to the "more dynamic and consumer-driven obesity market."