The takeover battle surrounding Metsera has taken dramatic turns. Initially in a merger agreement with Pfizer, Metsera now finds itself in the crosshairs of a competitive battlefield as Novo Nordisk submits a markedly improved bid one Metsera’s board formally deemed “superior.” The stakes are high on both sides, but for investors and industry watchers, the key insight is how this deal reflects the reshaping of strategic priorities in the obesity-drug era.
What You Need To Know
- Metsera’s board has received and declared a formally amended proposal from Novo Nordisk valuing the company at up to $10 billion about $86.20 per share.
- Prior to this, Pfizer had signed a merger agreement with Metsera in September 2025 valuing the company at $4.9 billion upfront, with potential contingent payments raising the value to roughly $7.3 billion.
- The conflict escalates with legal filing, Pfizer has sued Metsera and Novo Nordisk for breach of contract and alleged antitrust risk, arguing Novo’s structure carries significant regulatory uncertainty.
- The takeover duel underscores how desperately large pharma companies are vying for a foothold in the booming obesity-treatment market, where next-generation drugs promise multibillion-dollar growth.
In September 2025, Pfizer announced its intention to acquire Metsera for approximately $4.9 billion in cash ($47.50 per share) with additional contingent value rights (CVRs) that could add up to an extra $22.50 per share placing the total potential value near $7.3 billion. The acquisition aimed to bring into Pfizer’s pipeline Metsera’s injectable and oral obesity-drug candidates, including MET-097i (weekly/monthly GLP-1 RA) and MET-233i (monthly amylin analog).
For Pfizer, this was a major strategic gambit. After setbacks developing its own internal obesity programs such as danuglipron, it aimed to catch up with market frontrunners like Novo Nordisk and Eli Lilly. The acquisition offered near-term access to a promising pipeline and underscored how obesity has evolved from a niche indication into a multibillion-dollar therapeutic arena.
Novo Nordisk Enters the Takeover Battle
Yet the story didn’t stop there. Novo Nordisk entered the fray with its own bid. Initially, Novo made an unsolicited proposal valued at roughly $2 billion early in 2025, which Metsera’s board rejected due to regulatory and valuation concerns. Over time, as the competition intensified and the market implications deepened, Novo significantly improved its offer.
On November 4, 2025, Metsera announced that its board had determined the amended proposal from Novo Nordisk constituted a “Superior Company Proposal.” Under its merger agreement with Pfizer, that triggers a process, Pfizer has two business days to amend its terms or risk termination of the agreement.
Novo’s new offer, upfront payment of $62.20 per common share in cash, issuance of non-voting preferred stock representing 50% of Metsera’s share capital, a dividend of $62.20 per share, and CVRs up to $24 per share in future milestone payments. The total implied valuation: up to $10.0 billion (≈$86.20 per share) a 159 % premium over Metsera’s stock price before the Pfizer deal was announced.
Pfizer responded by increasing its offer to $60 per share in cash and reducing the CVR portion though this was still judged inferior by Metsera. Pfizer also filed lawsuits against Metsera’s board and Novo Nordisk, accusing them of breaching the merger agreement and seeking to enforce its terms.
What’s Driving the Takeover Battle
Why all this conflict? It comes down to the size and speed of the obesity-therapeutic market. Analysts estimate potential peak annual sales in the tens of billions. Metsera’s portfolio is especially attractive, multiple next-generation agents, including monthly injectable and oral therapies that may offer differentiation in efficacy and tolerability. Acquiring those assets gives either buyer a strategic competitive asset in a rapidly evolving field.
The structure of the bids also matters. Novo’s proposal appears to embed risk-sharing via preferred stock and dividend mechanisms, whereas Pfizer’s offer sought clearer certainties. The regulatory environment especially antitrust scrutiny given the market dominance of obesity players adds another layer of complexity. Pfizer’s lawsuit emphasizes that point, claiming Novo’s plan could suppress competition.
With the board declaring Novo’s bid superior, the ball is now in Pfizer’s court, can it improve its offer or negotiate protections to keep the deal alive? If not, Metsera may terminate the Pfizer agreement and accept the Novo proposal. The process will also involve intense regulatory scrutiny especially given concerns of monopoly power and anti-competitive behaviour in the obesity-drug space.
Beyond the deal mechanics, this race signals a broader shift in industry dynamics: major pharma companies are aggressively chasing obesity treatments, leveraging acquisitions as fast paths into one of medicine’s fastest-growing segments. How this consolidation plays out may reshape competition, pricing, access, and innovation in metabolic and weight-management therapies.