Pfizer sues Novo Nordisk and Metsera as buyout bids climb past $10 billion
The fight is over experimental drugs that are not approved or for sale, so it does not change what is available at pharmacies today.
Pfizer and Novo Nordisk have traded higher offers for Metsera, a private obesity drug developer, and Pfizer has gone to court twice to stop its rival from buying the company [1][2]. Metsera's board has told shareholders that Novo's bid of up to $10 billion is a better deal than Pfizer's revised proposal, which values the company at about $8.1 billion [1][2].
Pfizer said on Sept. 22 that it would buy Metsera for $4.9 billion up front, plus a contingent value right that could lift the total to roughly $7.3 billion [1][2]. Novo then made an unsolicited public offer on Oct. 30 that valued Metsera at around $6 billion, or as much as $9 billion with future payments, and Metsera gave Pfizer four business days to respond [1][2]. Pfizer returned with a bid of about $8.1 billion [1][2]. Novo pushed its offer to up to $10 billion, and Metsera gave Pfizer two more business days, with a deadline at the end of Nov. 5 [1][2]. Reuters reported, citing two people familiar with the process, that Pfizer matched the $10 billion figure, and Novo raised its offer again on Nov. 6 by an amount that was not disclosed [2].
The first complaint, filed Oct. 31 in the Delaware Court of Chancery, accuses Metsera and Novo of breaching contract and asks for a temporary restraining order to keep Metsera from abandoning its agreement with Pfizer [1][2]. Pfizer argues Novo's proposal carries too much regulatory risk to count as a better deal [1][2]. A second complaint, filed Nov. 3 in federal court in Delaware, claims the acquisition would illegally remove a smaller competitor, citing the Clayton and Sherman Acts [1][2]. It also names four Metsera investors — Validae Health, L.P., Population Health Partners GP, LLC, ARCH Venture Fund XII, L.P. and ARCH Venture Fund XIII, L.P. — and says they worked with Metsera and Novo on conduct that harms competition [2].
Metsera said Pfizer "is trying to litigate its way to buying Metsera for a lower price than Novo Nordisk" and called its arguments "nonsense" [2]. The company also said it would address the claims in court [1]. Novo said Pfizer's assertion that Novo aims to suppress innovation "is false and without merit" [1]. Pfizer CFO Dave Denton told CNBC the company would "avail ourselves to all of our rights legally" and that "we're not giving up on the fight for sure" [1]. At a Nov. 4 hearing, a Delaware judge said the court did not need to get involved for now and scheduled another session for the next afternoon [1][2].
Why it matters for patients
Metsera, founded in 2022, is testing a GLP-1 injection designed to be given once a month rather than weekly, along with an amylin treatment and an oral candidate [1][2]. Its injectable GLP-1 posted what the company described as strong Phase 2b results [2]. None of these products is approved or for sale, so the takeover has no effect on prescriptions people fill now, including Ozempic and Wegovy, which are both semaglutide [1][2].
The appeal of Metsera's pipeline is dosing frequency: monthly shots would mean fewer injections than the weekly products on the market [1]. How much that matters is disputed. TD Cowen analyst Michael Nedelcovych wrote that it is unclear whether Metsera's GLP-1 or amylin drugs are meaningfully different from Novo's existing medicines, adding that "value may be driven by prospects for once-monthly dosing, but feasibility of this approach is not yet proven" [1]. Mizuho strategist Jared Holz wrote in a note that Novo appears to be chasing Metsera "as much for itself as it is to keep [the biotech company's drugs] out of the hands" of Pfizer or other manufacturers, according to CNBC [1].
Whoever wins would gain a foothold in a market Novo once dominated. Novo has lost share to Eli Lilly over the past year and faces new pressure from Amgen, Roche and Zealand Pharma [1]. Pfizer has struggled to bring its own obesity drugs forward, scrapping two pills over the past two years over safety issues [1].
What happens next
Metsera's board must decide whether either proposal still qualifies as better than the other, and the Delaware judge has scheduled a further hearing on the process [1][2]. Novo's newest offer, submitted Nov. 6, has not been disclosed [2]. Whether federal antitrust regulators will weigh in has not been disclosed. No closing date, and no outcome, has been reported.
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Sources
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