Healthy Returns: What to know about Pfizer and Novo Nordisk’s bidding war over obesity biotech Metsera

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Pfizer and Novo Nordisk are in a takeover clash over the obesity biotech Metsera, with both pharmaceutical giants raising their bids for the startup as of Monday. 

As of now, Metsera says that Novo Nordisk’s up to $10 billion offer for the company is “superior” to Pfizer’s new proposal. Here’s what you need to know about the heated bidding war that erupted last week. 

Here’s the timeline. 

Pfizer in September said that it would acquire Metsera for $4.9 billion, or up to $7.3 billion with future payments – a deal that could be the company’s golden ticket to enter the space after struggling to bring its own obesity products to market. 

But Novo Nordisk on Thursday launched a takeover bid valuing the biotech at around $6 billion, or up to $9 billion, triggering a deadline of four business days for Pfizer to renegotiate its offer. The Danish drugmaker’s unsolicited bid is rarely seen in the industry, and Pfizer certainly wasn’t happy about it. 

Pfizer on Friday filed its first lawsuit against Novo Nordisk and Metsera, seeking to block the biotech from terminating its existing merger deal with Pfizer. On Monday, Pfizer filed a second lawsuit against the companies, alleging that Novo Nordisk’s attempt to outbid Pfizer to acquire Metsera is anticompetitive.

In a statement on Monday, Metsera called Pfizer’s litigation arguments “nonsense” and said it would address them in court. 

Metsera on Tuesday said Novo Nordisk’s new up to $10 billion bid is “superior” to a revised offer from Pfizer, which values the startup at roughly $8.1 billion. 

Under the terms of the original agreement for Pfizer to acquire Metsera, the larger drugmaker has two business days to negotiate adjustments to its proposal. If Metsera’s board believes that Novo Nordisk’s proposal is still better than Pfizer’s after that window, Metsera would be entitled to end the existing merger agreement, according to the release.

Metsera, founded in 2022, brings a pipeline of both oral and injectable treatments with different targets that the company has picked up through its own licensing and acquisition deals. That includes a GLP-1 drug and amylin treatment that Metsera is developing to be taken once monthly, 

meaning that patients can take it less frequently than existing weekly injections.

Metsera could be key to Pfizer’s ambitions of entering the highly lucrative obesity market. Pfizer notoriously faced a string of setbacks with its own weight loss candidates, scrapping two separate pills over the last two years due to safety issues. 

Meanwhile, Novo Nordisk helped establish the weight loss drug space, bringing to market highly effective GLP-1 drugs, including the diabetes injection Ozempic and obesity shot Wegovy. But the company is scrambling to regain its lead position in the market after losing market share to its chief rival, Eli Lilly, over the last year and struggling to impress investors with its current obesity pipeline. 

The emergence of new potential competitors in the market from names like Amgen, Roche and Zealand Pharma is only putting more pressure on Novo Nordisk to win back share.

But in a note on Thursday, TD Cowen analyst Michael Nedelcovych said it’s not clear that Metsera’s GLP-1 or amylin drugs are “differentiated” from Novo Nordisk’s own medicines – raising questions about how much the company could gain from the deal.

“Value may be driven by prospects for once-monthly dosing, but feasibility of this approach is not yet proven,” he said. “Add regulatory risk and a potential bidding war, and this news gives us pause.”

In an email to clients on Monday, Mizuho health care equity strategist Jared Holz said that Novo Nordisk seems to be going after Metsera “as much for itself as it is to keep [the biotech company’s drugs] out of the hands” of Pfizer or other drugmakers. 

Pfizer’s federal antitrust suit alleges that Novo Nordisk’s proposed acquisition of Metsera would help it maintain its dominant position in the blockbuster obesity market by eliminating a smaller potential competitor, according to the lawsuit filed Monday in U.S. District Court in Delaware. The suit also alleges that Metsera’s controlling shareholders conspired with the obesity biotech and Novo Nordisk.

Pfizer’s first lawsuit seeks to block Metsera from terminating its existing merger deal with Pfizer. That suit, filed in the Delaware Court of Chancery, alleges that Novo Nordisk’s offer can’t qualify as a superior proposal because it’s not reasonably likely to be completed due to its significant regulatory risk.

Novo Nordisk, in response to the latest lawsuit filed Monday, said “Pfizer’s baseless claims that Novo Nordisk intends to suppress innovation through our offer is false and without merit.”

We’ll have to see if Pfizer negotiates adjustments to its proposal with Metsera after the two-business-day period. 

Meanwhile, a Delaware judge said at an emergency hearing on Tuesday that there is currently no need for a court to grant Pfizer’s request to get involved in its bidding war with Novo Nordisk, Reuters reported. But the judge scheduled a hearing for Wednesday afternoon to review the process. 

In response, Pfizer CFO Dave Denton said in an interview Tuesday that the company is “going to avail ourselves to all of our rights legally.”

“There are multiple avenues for us to do so, so we’re not giving up on the fight for sure,” Denton said, without elaborating on the other paths Pfizer could take. “We feel like we’re in the right on this, and we’ll continue to pursue all avenues to assert our claims.”

We’ll continue to follow the takeover saga, so stay tuned for our coverage!

Feel free to send any tips, suggestions, story ideas and data to Annika at a new email: [email protected].

Democrats in Congress have made extension of enhanced Affordable Care Act tax credits a central demand for reopening the government.

Three days into ACA open enrollment and 35 days into the shutdown, there’s no deal on the horizon. But more Republican representatives have voiced their support for extending tax credits as some of their constituents contend with eye-popping premium increases for 2026. 

While low-income ACA enrollees will continue to receive tax credits written into the original legislation, the tax credits for middle class enrollees enacted during the Covid pandemic in 2021 are set to expire at the end of this year. 

Insurers have boosted premiums an average of 26% for next year, according to health policy research organization KFF. But for enrollees who lose those enhanced tax credits, the effective price increases will be upwards of 300%, and some of the hardest hit districts are in Texas, Georgia and Florida, all of which have mostly Republican representation in the House. 

Last week, Centene CEO Sarah London expressed hope that Congress will come to a deal before the end of the year, but expects that some enrollees may not sign up anyway. She said even if tax credits “are extended in the middle of the cycle and you go forward, for example, with an additional 60-day special enrollment period, our view of market contraction for 2026 is in the high teens to mid-30s range.”

Raymond James policy analyst Chris Meekins told me if there is a deal, Republicans are apt to demand an income cap that would exclude higher earners. 

“Several moderate Democrats have expressed openness to the idea” of income caps, Leerink analyst Whit Mayo wrote in the note to clients, but he added that it’s getting late to find a revised solution. 

“Modified caps could meaningfully reduce the price tag of a likely 1-2 year fix. We’re unsure if there is actually time to implement many of those changes.” 

ACA open enrollment on the federal health exchange ends Dec. 15.

Feel free to send any tips, suggestions, story ideas and data to Bertha at [email protected].