Pfizer’s obesity win is new formula for pharma M&A

Metsera

10/11/2025 12:30

The author is a Reuters Breakingviews columnist. The opinions expressed are her own.

By Aimee  Donnellan

DUBLIN, Nov 10 (Reuters Breakingviews) - Pfizer’s PFE.N takeover triumph shows how “America First” is infecting mergers and acquisitions in the drug industry. Late on Friday, the board of biotech Metsera MTSR.O accepted a $10 billion offer from the U.S. pharma group, ending a hotly contested bidding battle with Novo Nordisk NOVOb.CO. The U.S. Federal Trade Commission's speedy intervention points to a tricky landscape for other would-be acquirers.

Pfizer agreed to pay $86.25 per share for Metsera, essentially matching an earlier offer from Novo. The sum is split into two parts: $65.60 in cash as soon as the deal closes, and the rest if and when the biotech’s promising drugs make it to market. Though Novo had financial incentives to keep raising its bid, a call from the FTC pushed Metsera into Pfizer’s arms. The biotech, which had previously declared the Danish company's bid "superior", on Friday said it presented "unacceptably high legal and regulatory risks".

It's true that Novo, which is one of two dominant players in the market for weight loss drugs, took an aggressive approach. It needs new drugs because the patent for semaglutide, the active ingredient in weight loss drugs Ozempic and Wegovy, expires in 2031. To allay concerns about antitrust scrutiny it offered to hand over a large chunk of cash upfront which Metsera could pay out as a dividend without waiting for approval from shareholders or regulators. Pfizer accused its rival of circumventing questions about its dominance of the market.

Yet the FTC moved quickly to stop Novo. In a letter to Metsera's board, the regulator said it was concerned that the structure would enable the Danish group to avoid scrutiny until after “potentially anticompetitive harms have already occurred”. It then followed up with a phone call, prompting Metsera to conclude that Novo's dividend "may never be paid or may subsequently be challenged or rescinded". While these things could be considered business as usual for a regulator, the FTC's decision to wave through Pfizer's bid a week ahead of schedule was highly unusual. The speedy intervention is all the more startling given that the U.S. government is in the middle of a shutdown. A request for comment from the regulator's communications department received an automated reply stating that it would not respond to emails until the government was funded.

The shutdown has not stopped Donald Trump from cutting deals with pharma companies. Indeed, Novo last week struck an agreement with the U.S. president to cut prices for obesity drugs. During a televised meeting in the Oval Office, Trump quipped that maybe CEO Mike Doustdar "should give us a piece of the company like I've been asking for." Future bidders for U.S. pharma companies are on notice that any takeovers will face an "America First" test.

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CONTEXT NEWS

U.S. drugmaker Pfizer on November 7 clinched a $10 billion deal for obesity drug developer Metsera.

Metsera accepted a sweetened offer from Pfizer late on November 7, citing U.S. antitrust risks in a rival bid from Novo Nordisk that it had previously declared superior. The Danish obesity drug maker said on November 8 it would not be making an increased offer.

Pfizer has agreed to pay $86.25 per share in cash, Metsera said in a statement. The offer includes $65.60 per share in cash and a contingent value right entitling holders to additional payments of up to $20.65 per share in cash.

Metsera said Novo Nordisk's proposal represented "unacceptably high legal and regulatory risks" compared to the proposed deal with Pfizer, citing a call from the U.S. Federal Trade Commission to discuss the risks of a transaction with the Danish group. The regulator had previously sent a letter to Novo and Metsera saying their proposed deal ran the risk of violating U.S. antitrust laws. It had also cleared Pfizer's proposed takeover.

Novo said in its statement that it believed that the structure of its offer was "compliant with antitrust laws".

Metsera shares were down 15.5% in premarket trading on November 10.

Novo Nordisk's sales are set to fall after Ozempic's patent expires https://www.reuters.com/graphics/BRV-BRV/akvejqegjpr/chart.png

(Editing by Peter Thal Larsen; Production by Streisand Neto)

((For previous columns by the author, Reuters customers can click on DONNELLAN/Aimee.Donnellan@thomsonreuters.com))