After a two-month takeover battle over a U.S. obesity drug developer between U.S. company Pfizer and Denmark's Novo Nordisk, the contest ended in victory for Pfizer, which had initially agreed to acquire the target.
According to foreign media including AP, Bloomberg News and the Wall Street Journal (WSJ), Pfizer said on the 8th (local time) that it agreed to acquire U.S. obesity drug developer Metsera by investing more than $10 billion (Hanwha 14.5 trillion won).
Under the acquisition agreement, Pfizer will pay $86.25 per share to Metsera. That consists of $65.60 in cash plus a $20.65 contingent value right (CVR). A CVR is a right to receive an additional payment if preset milestones are achieved. Pfizer plans to close the transaction if the deal is approved at Metsera's shareholder meeting on the 13th.
On Sept. 9, Pfizer officially announced its decision to acquire Metsera. Then Novo Nordisk stepped in with a superior offer to outbid Pfizer. Novo's proposal to Metsera offered an upfront payment of $650 million (947.6 billion won) and up to $9 billion (13.12 trillion won) depending on additional performance milestones.
Metsera said in a press release that it viewed the offer as a "superior company proposal" and notified Pfizer, kicking off a bloody takeover fight between Pfizer and Novo. Pfizer immediately pushed back and even hinted at legal action against Novo Nordisk.
But antitrust concerns from the U.S. Federal Trade Commission (FTC) became the decisive variable in this bidding war. The FTC sent warning letters related to antitrust law to Novo and Metsera. That is because Novo already produces diabetes and obesity treatments that are popular worldwide, such as Saxenda, Ozempic and Wegovy. Metsera also cited the FTC's antitrust concerns as a reason to reject Novo's acquisition.
Novo also said it would no longer make acquisition proposals, citing financial soundness and shareholder value, and noted it would continue to review business development and acquisition opportunities.
Novo's decision to jump into this bidding war while taking on some risk was driven largely by a sense of crisis in the obesity drug race. Although it was first to market with new diabetes and obesity drugs and sparked the "Wegovy craze," it recently lost the lead to U.S. company Eli Lilly, which developed Mounjaro.
Novo's Wegovy and Lilly's Mounjaro, which currently split the obesity drug market, are both medications that mimic glucagon-like peptide-1 (GLP-1), secreted in the small intestine after meals.
By contrast, Metsera's obesity drug candidate "MET-233i" is an amylin-mimicking drug, a hormone secreted from the pancreas along with insulin, and like GLP-1 it suppresses appetite and increases satiety. After it announced in June that a phase 1 clinical trial demonstrated weight-loss effects, its share price jumped as much as 25% intraday.
The company is also developing GLP-1 class MET-097i. This obesity drug candidate can be administered once a month, offering differentiated convenience. Existing obesity drugs are administered once a week. The company said it showed up to 14.1% weight loss and excellent tolerability in a phase 2 clinical trial.
Pfizer said in a statement that it would leverage its clinical, manufacturing and sales infrastructure to accelerate Metsera's drug development.