Our Take: Pfizer wins bidding war to acquire Metsera

Pfizer wins bidding war to acquire Metsera

After a rapid sequence of escalating offers, the duel is over between Pfizer and Novo Nordisk to see which company would acquire Metsera and its next-generation drug candidates for obesity and cardiovascular disease.

Metsera, a biopharmaceutical firm based in New York, released a statement late on Friday acknowledging that it had entered into an amended merger agreement with Pfizer.

Novo Nordisk issued a press release of its own on Saturday, in which it said, “Following a competitive process and after careful consideration, Novo Nordisk will not increase its offer to acquire Metsera consistent with its commitment to financial discipline and shareholder value.”

The saga started in September, when — in what seemed like a done deal except for the formalities — Pfizer agreed to pay at least $4.9 billion for Metsera, as well as another $2.4 billion in potential milestone payments.  

But then more than a month later, on Oct. 30, Novo Nordisk made a bold move. In an unsolicited bid, the Danish drugmaker offered to pay approximately $6.5 billion up front, plus contingent value rights potentially worth another $2.5 billion.  

The following day, Pfizer announced that it was suing Metsera, Metsera’s board of directors, and Novo Nordisk for breach of contract, breach of fiduciary duty, and tortious interference in contract.

To prevent Metsera from terminating their merger agreement, Pfizer also requested a temporary restraining order (which the judge later denied). Both legal actions were filed with the Delaware Court of Chancery.

Pfizer noted at the time that it could complete the acquisition “soon after” a Nov. 13 meeting of Metsera shareholders, as the Federal Trade Commission had granted early termination of the legally required waiting period and all necessary regulatory approvals had been obtained.

Along with calling Novo Nordisk’s offer an attempt “to suppress competition in violation of law,” Pfizer said the offer was “structured in a way to circumvent antitrust laws and carries substantial regulatory and executional risk.”

In addition, Pfizer pointed out that Metsera had turned down a previous offer from Novo Nordisk with an identical structure because it posed “unacceptable regulatory risks.” According to Pfizer, those risks had not changed.

Apparently, part of the concern with Novo Nordisk’s original offer was that it could take up to two years to complete the necessary regulatory review process.

Last week, the rivalry became a full-on battle involving more legal maneuvering and additional input from the FTC.

On Monday, Pfizer announced that it had filed a second lawsuit — this time in the U.S. District Court for the District of Delaware — naming Metsera, its controlling stockholders, and Novo Nordisk as defendants.

In the new lawsuit, Pfizer claimed the defendants had conspired to protect Novo Nordisk’s “dominant market position in GLP-1s” and said the defendants’ actions “are in clear violation of the antitrust laws.” Pfizer again requested injunctive relief to prevent a deal between Novo Nordisk and Metsera from moving forward.

In response, Metsera said in a statement that Pfizer was “trying to litigate its way to buying Metsera for a lower price than Novo Nordisk.”

Novo Nordisk responded Tuesday by raising its bid to acquire Metsera, offering up to $10 billion in a combination of cash and milestone payments.

Metsera said in a statement that Novo Nordisk’s new offer constituted a “superior company proposal,” as defined in the agreement between Metsera and Pfizer.

Metsera also noted that Pfizer had amended its original proposal the day before, agreeing to shift a portion of the potential milestone payments to the upfront payment due at closing. In all, according to Metsera, Pfizer’s revised proposal totaled approximately $8.1 billion.

Meanwhile, the FTC sent a letter to Novo Nordisk’s and Metsera’s attorneys Tuesday informing them of concerns the agency had with Novo Nordisk’s proposed deal.

“It appears Novo Nordisk has now restructured the transaction in a manner that may violate the procedural provisions of the [Hart-Scott-Rodino Act, a federal antitrust law] if the parties consummate the transaction without first filing for premerger review as the HSR Act requires,” the director of the FTC’s bureau of competition wrote in the letter.

“Firms cannot evade HSR review by disaggregating an acquisition into multiple steps and deferring the HSR filing to the end, after potentially anticompetitive harms have already occurred.”

Nonetheless, the letter stated that FTC and its staff took no position on whether Novo Nordisk’s offer was legal under U.S. antitrust laws.

Financial Times reported on Wednesday that Pfizer had agreed to match Novo Nordisk’s offer of up to $10 billion.

Determined not to be outdone, Novo Nordisk increased its offer on Thursday, Reuters reported, noting that the “exact dollar amount is currently unclear.”

Novo Nordisk’s CEO, Mike Doustdar, seemed to confirm this in a comment he made during a press conference at the White House, where he and Eli Lilly’s CEO, David Ricks, announced that their companies would participate on the TrumpRx platform. (More details on this below.)

“It’s us and Pfizer competing for [Metsera] and, right now, our bid is higher,” Doustdar said. “And our message to Pfizer is that if they would like to buy the company, then put your hand in the pocket and bid higher. … This has nothing to do with the FTC.”

Evidently, Metsera believed it did have something to do with the FTC, based on comments in the company’s announcement the next day regarding the amended agreement with Pfizer:

“The Metsera board of directors has determined that the revised terms represent the best transaction for shareholders, both from the perspective of value and certainty of closing. In addition, in light of recent circumstances, including the receipt by Metsera of a call from the [FTC] regarding potential risks from proceeding with the proposed Novo Nordisk structure under U.S. antitrust laws, the Metsera board of directors has further determined that the transaction proposed by Novo Nordisk presents unacceptably high legal and regulatory risks to Metsera and its stockholders compared to the proposed merger with Pfizer.”

In addition to offering a path free of regulatory hurdles, Pfizer agreed to pay up to $86.25 per share to acquire Metsera. The bid consists of $65.60 per share in cash and a contingent value right potentially worth another $20.65 per share. According to The New York Times, this offer is “slightly higher than Novo Nordisk’s last offer on Tuesday.”

Metsera confirmed that it still anticipates completing the transaction shortly after the stockholders meeting on Nov. 13.  

Regarding Novo Nordisk and Lilly’s most-favored-nation drug pricing deal, a fact sheet released by the White House said Novo Nordisk’s Ozempic and Wegovy (semaglutide) will decrease from a price of $1,000 or $1,350 per month, respectively, to $350 when purchased through TrumpRx.

Lilly’s Zepbound (tirzepatide) will decrease from $1,086 per month to an average of $346 when purchased through the platform.

Moreover, Medicare will pay just $245 for Ozempic, Wegovy, Mounjaro, and Zepbound, according to the White House, and state Medicaid programs will have access to the drugs at the same price. Medicare beneficiaries will have a $50 per month copay.

Additional details on other drugs Novo Nordisk and Lilly manufacture, as well as drugs they have in development, are available in the fact sheet.

In related news, Hims & Hers noted when releasing its third-quarter financial results that the firm is in discussions with Novo Nordisk to sell both Wegovy and Novo Nordisk’s oral GLP-1 drug, if the FDA approves it, through the Hims & Hers platform.

OUR TAKE: It’s not hard to grasp why both Pfizer and Novo Nordisk have been so resolute in their efforts to gain Metsera’s clinical programs. GLP-1s have been the hot ticket of the pharmaceutical world for the past few years, and there’s no indication that will change anytime soon.

Novo Nordisk dominated the overall GLP-1 market for years with Ozempic and Wegovy, but Eli Lilly quickly gained ground, especially in the U.S., after the FDA approved tirzepatide (Mounjaro, for type 2 diabetes, in May 2022, and Zepbound, for chronic weight management, in November 2023).

Sales of Zepbound increased 185% from last year’s third quarter to this year’s, reaching nearly $3.6 billion in the most recent quarter — despite CVS Caremark’s decision in May to make Zepbound’s rival, Novo Nordisk’s Wegovy, the preferred GLP-1 for obesity on its formulary.

Mounjaro brought in $6.5 billion during the third quarter, a 109% increase year over year. Together, Zepbound and Mounjaro generated global revenue exceeding $10 billion during the third quarter, outperforming Merck’s Keytruda (pembrolizumab), which brought in “just” $8.1 billion.

Both Novo Nordisk and Lilly are racing to bring oral GLP-1 obesity therapies to the market.

Novo Nordisk already has an approved oral version of semaglutide, marketed as Rybelsus, but it’s not indicated for weight management. The FDA approved Rybelsus in 2019 as a treatment for type 2 diabetes and just recently approved it for cardiovascular risk reduction in adults with type 2 diabetes.  

In May, the FDA accepted for review Novo Nordisk’s New Drug Application for a once-daily oral version of Wegovy. The agency is expected to make a decision before the end of the year.

Also by year-end, Lilly plans to submit an NDA for orforglipron, an oral GLP-1 the company is developing for a variety of health conditions. The initial submission will be for an overweight/obesity indication.

Pfizer has been looking to re-enter the GLP-1 obesity market after discontinuing development of danuglipron, an oral GLP-1, earlier this year because of safety concerns.

With the acquisition of Metsera, Pfizer gains the biopharma company’s most advanced candidate, MET-097i, an injectable GLP-1 in Phase IIb testing that has the potential for monthly dosing.

Amylin analogs, which could be the next big thing in weight loss, are being tested in combination with GLP-1s. Metsera is developing an injectable ultra-long-acting amylin analog that may be compatible as a combination therapy with both MET-097i and an oral GLP-1.

Novo Nordisk is developing a long-acting amylin analog, cagrilintide, as a monotherapy and in combination with semaglutide. Lilly is developing a selective amylin agonist called eloralintide.

Disclosure: Pfizer and Novo Nordisk are Darwin clients.  

Health Care Rounds #192:‍Dr. David Carmouche

Across the country, health systems are chasing the promise of value-based care, but few have figured out how to make it work. David Carmouche, MD, Executive Vice President and Chief Clinical Transformation Officer at Lumeris, joins host John Marchica to discuss what it really takes to make value-based care work at scale. Listen wherever you get your podcasts or watch the episode here. If you like what you hear, please don’t forget to rate, review, and subscribe.

What else you need to know

The Health Resources & Services Administration has announced the drugs that will be included in the 340B Rebate Model Pilot Program set to begin on Jan. 1. The one-year pilot will test an alternative process through which covered entities in the 340B program will obtain discount pricing on the selected drugs. Instead of paying discounted prices up front, they will have to pay the full wholesale acquisition cost of the drugs, submit documentation, and then receive rebates from the drug companies.

Although several drugmakers attempted to implement drug rebate programs on their own in the past few years, their efforts failed in court. Hospital groups have pushed back against the pilot program, warning the federal government that the new process will substantially increase providers’ administrative burdens and may cause cash flow issues for many hospitals. A bipartisan group of more than 160 lawmakers asked the Department of Health and Human Services in September to abandon the pilot program because of the hardships it could cause 340B providers, and for other reasons.  

The drugs approved for the pilot are Amgen and Immunex’s Enbrel (etanercept), AstraZeneca’s Farxiga (dapagliflozin), Boehringer Ingelheim and Eli Lilly’s Jardiance (empagliflozin), Bristol Myers Squibb and Pfizer’s Eliquis (apixaban), Johnson & Johnson/Janssen’s Stelara (ustekinumab) and Xarelto (rivaroxaban), Merck’s Januvia (sitagliptin), several of Novo Nordisk’s Novolog and Fiasp insulin products, and Pharmacyclics’ Imbruvica (ibrutinib).

Kimberly-Clark agreed to acquire Kenvue, J&J’s consumer health spinoff, in a deal that establishes Kenvue’s enterprise value at approximately $48.7 billion. Under the agreement, Kenvue shareholders will receive $3.50 per share in cash along with 0.14625 Kimberly-Clark shares for each Kenvue share they hold, representing a total consideration of $21.01 per share based on the Oct. 31 closing price of Kimberly-Clark shares. Both companies’ boards have unanimously approved the acquisition.

If their shareholders also approve it and regulators give it the green light, the acquisition is expected to close in the second half of 2026. At that time, ownership of the combined company would be split approximately 54%-46% between Kimberly-Clark shareholders and Kenvue shareholders, respectively. The plan is for Kimberly-Clark’s chairman and CEO, Mike Hsu, to become chairman and CEO of the combined company, and for the combined company to maintain Kimberly-Clark’s headquarters in Irving, Texas. Additional information is available on a newly launched website.

Kenvue’s top-selling product, Tylenol, has recently come under scrutiny by the Trump administration, with the president and Health Secretary Robert Kennedy Jr. promoting unsubstantiated claims that acetaminophen has been linked to autism when women use it while pregnant. Health experts and officials around the world have rejected the claims, and Kennedy acknowledged late last month that evidence does not show Tylenol definitively causes autism.

UnitedHealthcare pays Optum’s physicians more than it pays other providers, a study published in Health Affairs indicates. Based on a sample of more than 385,000 transactions across 14 CPT codes (705 of which were directly between UHC and Optum), the analysis showed that UHC paid Optum providers 17% more than it paid other providers. Further, in markets where UHC has a market share of at least 25%, the insurer’s payments to Optum providers were 61% higher than its payments to other providers. UnitedHealth Group owns both UnitedHealthcare, which is the largest private insurer in the U.S., and Optum, which is among the country’s largest employers of physicians. The researchers said their results “suggest that intracompany transactions within health care organizations may warrant scrutiny, as they may be signals of regulatory gaming or attempted foreclosure.”

In a statement sent to Healthcare Dive, UHG refuted the findings, saying, “UnitedHealthcare pays Optum Health consistent with other providers in the market, which is essential for staying competitive. The study, funded by groups with known biases, cherry-picks data and is flat-out wrong.” The study, funded by grants from Arnold Ventures and The Commonwealth Fund, also showed that, in general, UHC paid providers more than other major insurers did.  

CMS included a -2.5% “efficiency adjustment” in the 2026 Medicare physician fee schedule (PFS) it finalized on Oct. 31. The reimbursement cut will apply to a broad range of non-time-based services, including surgical procedures, diagnostic imaging interpretation, outpatient interventions, pain management, and orthopedic services, CMS noted in a press release. (Examples of time-based services are evaluation and management services, care management, behavioral health therapy, and telehealth.) The agency’s rationale for the adjustment is that the targeted services “have likely become able to be furnished more efficiently over time” due to technological advances or standardized workflows.

CMS said the process for estimating practitioner time primarily relies on survey responses from American Medical Association members and pointed out potential flaws, such as low survey response rates and the possibility that respondents have inherent conflicts of interest. “Research has demonstrated that the time assumptions built into the valuation of many PFS services are, as a result, very likely overinflated,” CMS stated in a fact sheet. The agency said it may move away from survey data and “give preference to empiric studies of time” to determine service valuation. Such a change, CMS said, “would address concerns about distorted payment values that have existed for years,” including the “undervaluation of time-intensive services like primary care.”

Temple Health’s president and CEO, Michael Young, will retire at the start of 2026, and Abhi Rastogi will succeed him. Young, who joined Philadelphia-based Temple Health as its chief operating officer in 2018, was appointed CEO of Temple University Hospital in 2019 and CEO of Temple Health in early 2020. Rastogi has spent more than 20 years with Temple Health, according to the announcement, most recently serving as Temple University Hospital’s president and CEO and Temple Health’s executive vice president and COO. He will continue to lead Temple University Hospital after taking on the new roles.

What we’re reading

I Watched Science Change The World. Here’s What Could Stop It. Health Affairs, 11.4.25

Do We Need Another Presidential Physical Fitness Test? Medscape, 10.30.25

The TrumpRx website won’t slash drug prices — but this will. Nature, 10.21.25

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