Pfizer vs. Novo Nordisk: The High-Stakes Battle for Metsera

The pharmaceutical sector is currently caught in a high-profile controversy involving Pfizer’s acquisition attempt of Metsera, a clinical-stage biopharmaceutical company specializing in innovative obesity and cardiometabolic therapies. Valued at up to $7.3 billion with contingent milestone payments, the deal has sparked a fierce legal and competitive battle between Pfizer and Danish pharma giant Novo Nordisk.

Background of the Pfizer-Metsera Deal

In September 2025, Pfizer announced its intent to acquire Metsera for $47.50 per share, amounting to an enterprise value of approximately $4.9 billion plus up to $2.5 billion in contingent value rights based on clinical and regulatory milestones. This acquisition aims to boost Pfizer’s obesity and cardiometabolic pipeline by integrating Metsera’s next-generation peptide therapies, including injectable and oral GLP-1 receptor agonists. The deal aligns with Pfizer’s strategy to address the growing global obesity crisis and its related comorbidities, which affect over 200 health conditions worldwide.​

The Controversy and Legal Battle

Shortly after Pfizer’s announcement, Novo Nordisk entered the skirmish with an unsolicited counteroffer valued around $9 billion. This bid, comprising $56.50 per share in cash plus contingent value rights worth up to $21.25 per share, represented about a 133% premium on Metsera’s share price prior to Pfizer’s deal. Pfizer rejected Novo Nordisk’s offer, labeling it as “reckless and unprecedented,” accusing Novo of attempting to unlawfully suppress competition by acquiring a rising U.S. biotech rival, thereby bypassing antitrust regulations (Laws preventing unfair competition). Pfizer further argued the bid carried significant regulatory and execution risks that made it unlikely to be successfully completed.​

Pfizer escalated the dispute by filing a lawsuit against Metsera’s Board and Novo Nordisk in the Delaware Court of Chancery. Pfizer charged the defendants (Party facing accusations or lawsuits) with breaching a legally binding merger agreement (Contract to combine companies) by entertaining Novo Nordisk’s proposal and violating fiduciary duties (Responsibility to act honestly and in company’s best interest). The lawsuit emphasized that Pfizer had already secured early clearance from the U.S. Federal Trade Commission, enabling a more certain and imminent transaction completion.​

Metsera Board’s Position

Metsera’s Board has taken a balanced but evolving stance amid competing bids. The Board publicly rejected Pfizer’s portrayal of Novo Nordisk’s proposal, acknowledging that while Pfizer’s deal offers regulatory certainty (Clear, steady government rules), Novo Nordisk’s current bid provides substantially higher financial value. Metsera granted Pfizer four business days to improve its offer. If at the end of this period the Board determines Novo Nordisk’s offer remains superior, it may terminate the agreement with Pfizer by paying a $190 million termination fee. Metsera’s Board is responsibly balancing the goal of getting the best value for shareholders with the need to consider how certain the deals are and the possible risks involved in each offer.