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In a bold and unexpected twist in the pharmaceutical merger arena, Metsera Inc. announced Thursday that Novo Nordisk has submitted a $9 billion buyout proposal, one that the biotech’s board has deemed “superior” to its existing deal with Pfizer Inc.

Metsera’s statement confirmed that Pfizer now has four business days to renegotiate the terms of its current agreement before Novo Nordisk’s superior offer could take center stage.

The decision thrusts Metsera into the eye of a high-stakes corporate storm, pitting two global pharmaceutical titans against each other in a race to dominate the booming obesity and metabolic disorder treatment market.

Novo Nordisk’s Bid: A Two-Step Masterstroke

Metsera revealed that Novo Nordisk’s proposal values the company at up to $77.75 per share, translating to a total price tag of approximately $9 billion — a massive leap from Pfizer’s $7.3 billion maximum offer announced just last month.

Under the Pfizer deal, shareholders would receive $47.50 per share in cash, plus up to $22.50 in contingent payments. Novo Nordisk’s competing bid sweetens the pot substantially.

The first phase of the Danish drugmaker’s proposal would see Novo Nordisk pay $56.50 in cash per Metsera share, covering both equity and transaction-related costs. In return, Metsera would issue nonvoting preferred stock representing 50% of its share capital and declare a $56.50-per-share dividend.

In the second phase, shareholders would collect an additional contingent value right (CVR) of up to $21.25 per share in cash, contingent on development and regulatory milestones — mirroring terms in the Pfizer deal but with a higher ceiling.

Pfizer Pushes Back, Metsera Holds Its Ground

Metsera disclosed a growing tension between the two sides, stating that Pfizer disputes the company’s right to even deliver the notice acknowledging Novo Nordisk’s proposal.

“Pfizer has informed Metsera that it does not believe Metsera has the right to deliver the notice,” the biotech said, adding, “Metsera disagrees with Pfizer’s view.”

Despite the turbulence, Metsera confirmed that its existing merger agreement with Pfizer remains in full effect and that its board continues to recommend the deal — at least for now.

Novo Nordisk Aims to Strengthen Its Grip on Obesity Drug Market

Novo Nordisk confirmed the offer in a separate statement, emphasizing that the acquisition would align perfectly with its mission to expand access to innovative incretin and nonincretin therapies targeting obesity and diabetes.

“An acquisition would provide Novo Nordisk the opportunity to maximize Metsera’s complementary portfolio and capabilities,” the company stated.

Metsera’s cutting-edge research into oral and injectable incretin-based treatments—potentially offering next-generation weight management and metabolic solutions—has made it a coveted target in the industry’s escalating race to address global obesity.

Legal Powerhouses Steering the Mega-Deal

The heavyweight transaction has drawn in some of the world’s most elite legal firms.
Wachtell Lipton Rosen & Katz is advising Pfizer, while Paul Weiss Rifkind Wharton & Garrison LLP represents Metsera.

If Novo Nordisk’s proposal gains traction, it could mark one of the largest biotech takeovers of the decade, reshaping the competitive landscape of the pharmaceutical world and deepening the rivalry between Novo Nordisk and Pfizer—two giants already battling for dominance in the multibillion-dollar obesity drug market.

As the clock ticks on Pfizer’s four-day window, Metsera now stands at the crossroads of a $9 billion power play—a corporate chess match where every move could redefine the future of metabolic medicine.