Pfizer may have launched a multifront legal battle to prevent Metsera from heading to Novo Nordisk, but, behind the scenes, the U.S. pharma has shown some willingness to rework its own deal.
Last Thursday brought the bombshell news that Novo Nordisk had made a fresh play to buy the biotech, despite Pfizer having announced over a month ago its own planned acquisition of Metsera for $4.9 billion, with a further $2.4 billion also on the table in relation to certain milestones.
Pfizer responded by unleashing two lawsuits in recent days, accusing Metsera and Novo of breach of contract and anticompetitive behavior, among other allegations. But, according to a new press release from Metsera, Pfizer approached the biotech Monday to offer a reworked deal more heavily loaded to a near-term payday.
As Mestera describes it, the revised offer from Pfizer involves the upfront cash consideration for the acquisition rising from $47.50 per share of the biotech to $60. On the other end of the deal, the amount that Metsera’s shareholders could receive if certain milestones are hit down the line has dropped from $22.50 per share to $10.
In total, Pfizer is now willing to part with around $8.1 billion for Metsera. Previously, the company's total deal value came to $7.3 billion.
Unfortunately for Pfizer, it may not be enough. Novo has also been rethinking its own offer. Rather than its prior bid of a combined equity value of $9 billion—which was split between $6.5 billion upfront and $2.5 billion tied to milestones—the latest offer from the Danish pharma giant adds up to an equity value of $10 billion, Metsera explained.
Metsera considers this deal to meet the criteria of a “superior” proposal as set out in its acquisition agreement with Pfizer. Under those deal terms, Pfizer now has two business days to come up with an even better offer before Metsera terminates its agreement with Pfizer.
The definition of a “superior” proposal is already a sore spot for Pfizer, which used one of its lawsuits to argue that Novo’s offer can’t be considered as such because a deal with the Danish pharma is “not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal.”
On a third-quarter earnings call with analysts this morning, Pfizer CEO Albert Bourla, Ph.D., said the U.S. pharma believes “Novo Nordisk's offer is illusory and cannot constitute a superior proposal under the terms of our merger agreement with Metsera, because it violates antitrust law and there is a high risk it will never be consummated.”
Bourla also described the U.S. Federal Trade Commission’s decision to end the deal's waiting period early, a development revealed by Pfizer late Friday, as “unprecedented during a government shut down.”
“Our belief in the promise of the Pfizer and Metsera combination is strong and unwavering,” the CEO added. “We are confident it will create substantial value for shareholders and advance innovation to bring important medicines to patients in the high growth therapeutic area of obesity.”
In the wake of the latest developments, Fierce Biotech has asked Pfizer whether it intends to make any further updates to its own offer.