Novo Nordisk Tops Pfizer with $10B Bid for Metsera’s GLP-1 Assets

The battle between Novo Nordisk and Pfizer to acquire Metsera’s GLP-1 assets took another turn on Tuesday. Novo Nordisk announced its new offer, valuing the company at €8.677 billion, 11% higher than its previous bid.

This announcement comes days after Pfizer accused the European company of anti-competitive practices in its acquisition strategy. Pfizer has also submitted a proposal to acquire Metsera for €6.335 billion.

Metsera, for its part, has announced that its Board of Directors has determined, after consulting with its external and financial advisors, that the revised proposal received from Novo Nordis constitutes a ‘Company Superior Proposal’ as defined in Metsera’s existing Merger Agreement with Pfizer.

Novo Nordisk’s higher €8.7B offer declared a “Superior Proposal” as Metsera weighs ending Pfizer merger

The proposal is structured in two steps. In the first step, immediately after the signing of a definitive agreement, Novo Nordisk would pay Metsera $62.20 per share of Metsera common stock in cash (instead of $56.50), as well as certain amounts related to Metsera’s employee equity and transaction costs. In return, Metsera would issue non-voting preferred stock of Novo Nordisk representing 50% of Metsera’s share capital.

Shortly thereafter, Metsera would declare the dividend of $62.20 per share of Metsera common stock in cash, with a record date ten days after the signing of the definitive agreements related to the Novo Nordisk Amended Proposal.

In the second step, which would occur only after receiving approval from Metsera shareholders and relevant regulators, Metsera shareholders would receive a contingent value right representing up to $24 per share in cash based on development milestones and regulatory approvals equal to those agreed upon in the proposed merger between Metsera and Pfizer, and Novo Nordisk would acquire the remainder of Metsera’s outstanding shares.

This proposal values ​​Metsera at up to $86.20 per share, for a total of approximately $10 billion, representing an approximate 159% premium over Metsera’s closing price on September 19, 2025, the last trading day before the Pfizer transaction was announced.

Metsera notified Pfizer of its declaration of Novo Nordisk’s Amended Proposal as a “Superior Company Proposal.” Under the terms of Pfizer’s Merger Agreement, this notice (the “Notice”) triggers a two-business-day period during which Pfizer has the right to negotiate with Metsera adjustments to the terms and conditions of Pfizer’s Merger Agreement so that Novo Nordisk’s Amended Proposal ceases to constitute a “Superior Company Proposal.”

After the conclusion of this period, if the Metsera Board of Directors concludes that, after considering any adjustments to the terms of Pfizer’s proposed Pfizer Merger Agreement, Novo Nordisk’s Amended Proposal continues to constitute a ‘Superior Company Proposal’, Metsera would have the right to terminate Pfizer’s Merger Agreement.

Metsera’s determination takes into account a proposal made by Pfizer on November 3, 2025, which increased the initial consideration to $60.00 per share in cash (from $47.50) and reduced the amount payable under the CVR to up to $10.00 per share in cash (from $22.50).

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First published in diariofarma. A third-party contributor translated and adapted the article from the original. In case of discrepancy, the original will prevail.

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