Novo Nordisk has raised its offer to buy out obesity biotech Metsera to $10bn as a bidding war with Pfizer intensifies.
This is up from the $8.5bn that Novo offered last week when it submitted its initial, unexpected, “unsolicited” offer. This offer shook the pharma sector after it seemed that Pfizer’s $7.3bn offer to take over Metsera was all but certain.
Under the most recent proposal, Novo Nordisk would acquire all outstanding shares of Metsera’s common stock at a price of $62.20 per share in cash, equal to an approximate aggregated equity value of $7.2bn.
The offer includes contingent value rights (CVRs) for up to $24.00 per share, an approximate aggregated value of up to $2.8bn based on the achievement of certain clinical and regulatory milestones. The new $10bn offer has been described as “superior” by Metsera’s board of directors.
Pfizer refutes these claims, stating that Novo Nordisk’s offer “cannot qualify as superior” as the transaction is unlikely to be completed due to the “regulatory risk” associated with it.
Meanwhile, Novo Nordisk believes that the most recent proposal, including the structure of the transaction, complies with all applicable laws and highlights the company’s “commitment to investing in the US and interest in continuing to grow the scale of its US investments”.
This updated offer comes after Pfizer also upped its offer to $8.1bn to try and entice Metsera back.
In a Halloween scare, Pfizer launched a lawsuit against both Metsera and Novo Nordisk on 31 October. The lawsuit, filed in the Delaware Court of Chancery, alleges that Novo Nordisk and Metsera breached the contractual merger agreement, claiming “breach of contract, breach of fiduciary duty, and tortious interference”.
In the same lawsuit, Pfizer had also requested the Delaware Court of Chancery to issue a temporary restraining order to block Metsera from terminating the Pfizer merger agreement and seeks all appropriate remedies to ensure the terms of the merger agreement are fully enforced. This has been rejected by the court, with another hearing scheduled for 5 November.
Pfizer has since launched a second lawsuit against the companies, as well as Metsera’s controlling shareholders, alleging Novo Nordisk’s offer violates Section 7 of the Clayton Act because of the anticompetitive effects it would have in the US GLP-1RA sector.
Pfizer also claims that it constitutes an anticompetitive conspiracy between Novo Nordisk and Metsera in restraint of trade in violation of Section 1 of the Sherman Act, and that it constitutes attempted monopolisation and conspiracy to monopolise under Section 2 of the Sherman Act.
