Pfizer is embroiled in a complex legal and financial struggle over its acquisition of Metsera, a biotech firm that has recently attracted attention from Novo Nordisk. Despite previously announcing a substantial deal worth $4.9 billion, which could rise to $7.3 billion with milestone payments, the landscape shifted dramatically last Thursday when Novo Nordisk proposed an exclusive bid to acquire Metsera.
In a bold counteraction, Pfizer has initiated two lawsuits against both Metsera and Novo Nordisk, alleging breach of contract and anticompetitive practices. However, recent communications indicate that Pfizer is not entirely dismissive of re-evaluating its initial deal. According to Metsera’s latest press release, Pfizer has presented a revised offer that significantly changes the financial dynamics of the acquisition.
The new proposal from Pfizer reportedly increases the upfront cash consideration to $60 per share from the previous $47.50. However, the contingent milestone payments for Metsera’s shareholders have been reduced from $22.50 per share to $10 per share. In total, this new offer amounts to approximately $8.1 billion, reflecting a strategic pivot from Pfizer to enhance its appeal in the competitive bidding landscape.
In response, Novo Nordisk has restructured its own offer, elevating its total equity value from $9 billion to $10 billion. This new offer involves an upfront cash payment of $6.5 billion and $2.5 billion linked to future milestones. Metsera views this enhanced proposal as a “superior” offer as defined in its acquisition agreement with Pfizer, thereby granting Pfizer a narrow window of two business days to respond with an even more compelling bid.
Pfizer is contesting this characterization of Novo’s offer, arguing through its legal channels that it fails to meet the “superior” threshold due to what it perceives as significant regulatory hurdles that could prevent any agreement between Novo and Metsera from materializing. During a recent earnings call, Pfizer CEO Albert Bourla stated his company believes Novo’s offer is “illusory,” implying that it carries an unrealistic expectation of completion. Bourla emphasized Pfizer’s confidence in the potential of its merger with Metsera to create substantial value and deliver advancements in medical innovation, particularly in the burgeoning field of obesity treatment.
As the situation unfolds, questions regarding Pfizer’s next steps remain prominent. The ongoing struggle reflects not only the competitive ecosystem of the pharmaceutical industry but also highlights the intricacies of mergers and acquisitions in a landscape fraught with regulatory challenges. Media outlets such as Fierce Biotech have reached out to Pfizer for insights on potential amendments to its offer, but no additional details have surfaced yet. The outcome could reshape the contours of the biotechnology sector in significant ways.
