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Novo Nordisk, Pfizer sweeten bid for Metsera as bidding war heats up
Reuters· 2025-11-04 14:20
Core Insights - Novo Nordisk and Pfizer have revised their bids for Metsera, an obesity drug developer [1] Company Developments - Novo Nordisk and Pfizer are actively competing for Metsera, indicating a strategic interest in the obesity treatment market [1] Industry Trends - The revision of bids by major pharmaceutical companies highlights the growing focus on obesity drug development and the potential for significant market opportunities in this sector [1]
Metsera Receives Amended Proposal from Novo Nordisk; Metsera Declares Novo Nordisk Amended Proposal "Superior"
Prnewswire· 2025-11-04 14:09
Core Viewpoint - Novo Nordisk's amended proposal to acquire Metsera values the company at up to $86.20 per share, totaling approximately $10.0 billion, which is superior to Pfizer's revised proposal valuing Metsera at up to $70.00 per share, approximately $8.1 billion [1][4]. Summary by Sections Novo Nordisk Proposal - The proposal consists of two steps: - In the first step, Novo Nordisk would pay $62.20 per Metsera common share in cash, up from $56.50, and Metsera would issue non-voting preferred stock representing 50% of its share capital [2]. - A dividend of $62.20 per common share would be declared, with a record date ten days after signing the definitive agreements [2]. Contingent Value Right (CVR) - In the second step, contingent upon shareholder and regulatory approval, Metsera shareholders would receive a CVR worth up to $24.00 per share in cash, based on development and regulatory approval milestones [3]. Valuation and Premium - The proposal values Metsera at up to $86.20 per share, representing a 159% premium over its closing price on September 19, 2025, before the Pfizer transaction announcement [4]. Pfizer Merger Agreement - Metsera has notified Pfizer of the Novo Nordisk proposal being a "Superior Company Proposal," triggering a two-business-day negotiation period for Pfizer to adjust its merger terms [5]. - If the Board concludes that the Novo Nordisk proposal remains superior after negotiations, Metsera may terminate the Pfizer Merger Agreement [6]. Revised Pfizer Proposal - Pfizer's revised proposal increased the upfront cash consideration to $60.00 per share but reduced the CVR to up to $10.00 per share [7]. - The revised proposal also included conditions for Metsera shareholders to sell a portion of their stock to Pfizer and required Metsera to issue a press release regarding the risks of the Novo Nordisk proposal [7]. Board Recommendation - Metsera's Board of Directors continues to recommend approval of the Pfizer Merger Agreement, but no immediate action is required from shareholders [8].
辉瑞(PFE.US)Q3业绩超预期且再度上调全年盈利指引 力争减肥药公司Metsera
智通财经网· 2025-11-04 13:21
Core Viewpoint - Pfizer (PFE.US) reported better-than-expected Q3 2025 results and raised its full-year earnings forecast, attributing the performance to ongoing cost-cutting measures that offset sales growth slowdown, which also provided funding for its acquisition of weight-loss startup Metsera (MTSR.US) [1] Financial Performance - Q3 2025 revenue decreased by 6% year-over-year to $16.654 billion, surpassing analyst expectations of $16.5 billion; adjusted net income was $4.949 billion, down 18% year-over-year; adjusted diluted EPS was $0.87, exceeding the expected $0.64 [1][2] - For the first nine months of 2025, total revenues were $45.022 billion, a 2% decline from $45.864 billion in 2024; reported net income increased by 24% to $9.419 billion [2] Business Segment Performance - The Global Biopharmaceuticals Business (Biopharma) saw a 6% decline in Q3 revenue to $16.310 billion; Pfizer CentreOne revenue increased by 21% to $344 million, while Pfizer Ignite revenue plummeted by 99% to $25 million [3] - Key drug sales showed mixed results: Comirnaty (COVID-19 vaccine) sales fell 19% to $1.151 billion; Prevnar (pneumonia vaccine) sales decreased 3% to $1.742 billion; Vyndaqel (heart failure treatment) sales grew 10% to $1.591 billion, but fell short of the $1.68 billion forecast [4] Future Outlook - Pfizer expects full-year 2025 revenue to be between $61 billion and $64 billion, with adjusted diluted EPS projected between $3.00 and $3.15, an increase from the previous forecast of $2.90 to $3.10 [5][4] Acquisition and Legal Actions - Pfizer announced a cash acquisition of Metsera at $47.50 per share, valuing the deal at approximately $4.9 billion, with potential additional payments bringing the total to $7.3 billion if certain R&D milestones are met [6] - Novo Nordisk (NVO.US) made a competing cash offer of $56.50 per share for Metsera, prompting Pfizer to file antitrust lawsuits against both Novo Nordisk and Metsera, claiming the acquisition would harm competition in the obesity treatment market [7]
Metsera Calls Pfizer's Claims 'Nonsense' In Latest Buyout Battle Salvo
Investors· 2025-11-03 17:42
Core Insights - Pfizer is suing Metsera and Novo Nordisk to block Novo's proposed $6.5 billion acquisition of Metsera, claiming it aims to eliminate competition in the weight-loss market [2][8] - Metsera has labeled Pfizer's claims as "nonsense" and asserts that it will defend its position in court, emphasizing its commitment to shareholders and patients [3][4] - The acquisition is significant for Novo Nordisk as it seeks to mitigate potential sales declines from its leading drugs facing competition and pricing regulations [4] Company Developments - Metsera, an obesity-focused biotech firm, had previously agreed to a $4.9 billion deal with Pfizer before Novo Nordisk's unsolicited bid [1][2] - Pfizer's lawsuit alleges that Metsera breached its obligations under the existing agreement, indicating potential legal complications for the merger [2][5] - Novo Nordisk's primary revenue driver is semaglutide, which is used in weight-loss and diabetes treatments, and acquiring Metsera could enhance its market position [4][5] Market Reactions - Following the news, shares of Pfizer, Novo Nordisk, and Metsera all experienced declines, with Pfizer dropping to $24.59, Novo to $48.90, and Metsera to $61.44 [3]
Novo Nordisk says Metsera bid won't raise antitrust issues
Reuters· 2025-11-03 17:04
Core Viewpoint - Novo Nordisk expresses confidence that its proposed acquisition of U.S. drugmaker Metsera will not encounter any antitrust issues [1] Company Summary - Novo Nordisk is pursuing a takeover of Metsera, a U.S. pharmaceutical company [1] - The company believes that the acquisition aligns with regulatory standards and will not face legal challenges related to antitrust laws [1]
Pfizer files second lawsuit against Novo Nordisk, Metsera in bidding war over obesity biotech
CNBC· 2025-11-03 16:39
A Pfizer logo is displayed at a research facility in the La Jolla neighborhood of San Diego, California, U.S., Sept. 30, 2025.Pfizer on Monday said it filed a second lawsuit against Novo Nordisk and Metsera, alleging that the Danish drugmaker's attempt to outbid Pfizer to acquire the obesity biotech is anticompetitive. Pfizer alleges that Ozempic maker Novo Nordisk's proposed acquisition of Metsera would help it maintain its dominant position in the blockbuster obesity market by eliminating a smaller potent ...
Novo Nordisk Escalates Metsera Bidding War, Faces Pfizer’s Antitrust Claims; Amazon Target Price Raised
Stock Market News· 2025-11-03 16:38
Group 1: Acquisition Proposal - Novo Nordisk has submitted an unsolicited acquisition proposal for Metsera valued at up to $9 billion, challenging Metsera's existing agreement with Pfizer valued at up to $7.3 billion [2][9] - Metsera's board has determined Novo Nordisk's offer constitutes a "superior company proposal," triggering a four-business-day period for Pfizer to renegotiate its original deal [3][9] Group 2: Legal and Competitive Dynamics - Pfizer has accused Novo Nordisk of "reckless and unprecedented" behavior, alleging attempts to suppress competition and circumvent antitrust laws, and is prepared to pursue legal avenues [4][9] - Novo Nordisk has refuted Pfizer's accusations, asserting that Pfizer is "fundamentally wrong" about the competitive dynamics and expressing confidence that the transaction does not raise antitrust issues [5][9] Group 3: Market Context - The bidding war highlights intense competition in the obesity and metabolic disorder treatment market, projected to reach $150 billion by the early 2030s, with potential legal challenges that could reshape the pharmaceutical sector [5][9] Group 4: Other Market News - Wedbush has raised its price target for Amazon to $340 from $330, indicating continued confidence in Amazon's financial outlook and growth prospects [6][9]
Pfizer Files Antitrust Suit to Block Novo Nordisk Acquisition of Metsera
WSJ· 2025-11-03 14:19
Lawsuit says the proposed merger of the weight-loss drugmakers could kill off a smaller competitor. ...
Pfizer Files Federal Antitrust Claims in Second Lawsuit Against Metsera, its Controlling Stockholders and Novo Nordisk
Businesswire· 2025-11-03 12:57
Core Viewpoint - Pfizer has filed a second lawsuit against Metsera, its controlling stockholders, and Novo Nordisk, claiming that Novo Nordisk's proposal to acquire Metsera is anticompetitive and violates antitrust laws [1][2][4]. Summary by Sections Lawsuit Details - The lawsuit alleges that Novo Nordisk's acquisition proposal aims to eliminate a potential competitor in the GLP-1 drug market, which could harm millions of Americans suffering from obesity and diabetes [2]. - Pfizer claims that the proposed transaction violates Section 7 of the Clayton Act and constitutes an anticompetitive conspiracy under the Sherman Act [2]. Legal Actions - Pfizer seeks injunctive relief to prevent Novo Nordisk's proposed transaction from proceeding [3]. - The company has also filed a separate lawsuit in the Delaware Court of Chancery against Metsera and its Board of Directors for breach of contract and fiduciary duty related to the merger agreement [4][11]. Company Statements - Pfizer emphasizes that the lawsuit is intended to preserve competition in the therapeutic area and to prevent Novo Nordisk from undermining an emerging competitor [4]. - The company expresses confidence in the merits of its case and looks forward to presenting it in court [4].
Metsera (MTSR) Jumps 20% as Big Pharma Battle Heats Up Over Takeover
Yahoo Finance· 2025-11-03 06:35
We recently published 10 Stocks With Easy 20-40% Gains. Metsera Inc. (NASDAQ:MTSR) is one of the last week's best-performing stocks. Metsera saw its share prices jump by 20 percent week-on-week as investors gobbled up shares amid a billion-dollar bidding war between two pharmaceutical giants racing to gain a larger foothold in the booming weight-loss industry. This followed Novo Nordisk’s confirmation late last week that it submitted a new $8.5 billion offer to acquire Metsera Inc. (NASDAQ:MTSR), which w ...