As Novo Nordisk and Pfizer vie for control of Metsera, a new round of takeout proposals has resulted in the obesity biotech declaring Novo's offer "superior"—even though it has already inked an acquisition agreement with Pfizer.
Now, the U.S. Federal Trade Commission (FTC) has shared some preliminary thoughts about the Novo offer. In a letter to lawyers for Novo and Metsera, an FTC official wrote that the proposed purchase of the biotech by the Danish pharma "may violate the procedural provisions" of the Hart-Scott-Rodino (HSR) Act "if the parties consummate the transaction without first filing for premerger review" under the HSR law.
Metsera's stock fell about 3% after Bloomberg and others broke news of the FTC letter Wednesday, but its share price recovered in after-hours trading. Fierce has viewed a copy of the letter after Metsera submitted it in a court filing on Wednesday.
Importantly, the FTC letter touches on "potential concerns about proceeding with the transaction without filing under the HSR Act," and not bigger-picture antitrust issues, Daniel Guarnera, director of the Bureau of Competition at the FTC, wrote to lawyers for the companies.
The FTC letter follows a whirlwind week for Metsera. Six days ago, news broke that Novo Nordisk had attempted to one-up Pfizer and purchase Metsera, even though the latter two companies inked a buyout worth up to $7.3 billion in September.
At the time of that bombshell announcement less than a week ago, Novo's Metsera offer was for up to $9 billion.
Pfizer has since launched two lawsuits at Novo Nordisk and Metsera, with its own Metsera acquisition proposal clearing the FTC review hurdle late last week.
In recent days, Novo raised its offer, pledging up to $10 billion for the biotech. Pfizer, showing a willingness to negotiate, upped its offer to up to $8.1 billion. In a press release Tuesday, Metsera said it viewed Novo's updated offer as "superior."
Wednesday afternoon, a spokesperson for Pfizer said the company maintains "our position that the proposed structure of the Novo Nordisk bid is illegal under the Hart Scott Rodino Act and cannot represent a 'Superior Offer' under the terms of Pfizer’s merger agreement with Metsera."
"We were encouraged to learn that the FTC sent a letter today to both Metsera and Novo Nordisk also expressing serious concerns," the Pfizer spokesperson added.
In a statement, Novo Nordisk's Ambre James-Brown, vice president of global media and stakeholder communication, said Wednesday that the "deal structure is consistent with antitrust laws."
"We are in a constructive dialogue with the FTC addressing the potential issues identified in its letter, and we remain confident that our agreement with Metsera is consistent with the HSR Act and antitrust laws," James-Brown said.
A representative for Metsera did not immediately respond to request for comment.
Gabrielle Masson contributed to this article.