Pfizer, a global leader in the pharmaceutical industry, has announced a significant move to strengthen its position in the rapidly evolving market for obesity and cardiometabolic treatments. The company has entered into a definitive agreement to acquire Metsera. This clinical-stage biopharmaceutical company has been at the forefront of developing innovative, next-generation medicines in this critical area of health.
This strategic acquisition is set to bring a wealth of specialized knowledge and a promising portfolio of therapeutic candidates to Pfizer, encompassing a diverse range of oral and injectable incretin, non-incretin, and combination therapies. These candidates are particularly noteworthy for their potential to offer best-in-class efficacy and safety profiles, addressing a pressing global health challenge. The Boards of Directors of both Pfizer and Metsera have given their unanimous approval to this transaction, signaling strong confidence in its future success.
Metsera’s pipeline is robust and highly promising, featuring several therapeutic candidates and combinations that are already in various stages of clinical development. Specifically, four programs are currently in clinical trials, with several additional next-generation programs actively undergoing IND-enabling studies. These initiatives are all geared towards addressing significant unmet needs in patient care, particularly by aiming to reduce the frequency of injections while simultaneously enhancing treatment effectiveness and patient tolerability. Among these programs, MET-097i stands out as a weekly and monthly injectable GLP-1 receptor agonist, which is currently in Phase 2 development.
Another key candidate is MET-233i, which is a monthly amylin analog. This compound is being evaluated both as a monotherapy and in combination with MET-097i, with its development currently in Phase 1.
Metsera’s portfolio includes two oral GLP-1 receptor agonist candidates that are anticipated to commence clinical trials in the near future, alongside additional preclinical nutrient-stimulated hormone therapeutics. Notably, initial Phase 1 clinical results for MET-233i were recently unveiled on September 17 at the 61st Annual Meeting of the European Association for the Study of Diabetes (EASD), presented as a late-breaker, showcasing a potentially best-in-class profile for this promising compound.
The financial terms of this landmark agreement outline that Pfizer will acquire all outstanding shares of Metsera common stock for a cash payment of $47.50 per share at the closing of the transaction. This equates to an enterprise value of approximately $4.9 billion for Metsera. In addition to this upfront payment, the agreement also incorporates a non-transferable contingent value right (CVR). This CVR will provide Metsera shareholders with the opportunity to receive potential additional payments totaling up to $22.50 per share in cash. These contingent payments are directly linked to the achievement of three specific clinical and regulatory milestones.
The first milestone entails a payment of $5 per share upon the commencement of the Phase 3 clinical trial for Metsera’s MET-097i+MET-233i combination. The second milestone, triggering a payment of $7 per share, is tied to the U.S. Food and Drug Administration (FDA) approval of Metsera’s monthly MET-097i monotherapy. Finally, the third and most substantial milestone involves a payment of $10.50 per share upon FDA approval of Metsera’s monthly MET-097i+MET-233i combination, assuming these achievements are realized. The transaction is projected to be finalized in the fourth quarter of 2025.
Advisors: Citi is acting as Pfizer’s financial advisor for the transaction with Wachtell, Lipton, Rosen & Katz acting as legal advisor. Metsera’s financial advisors for the transaction are Goldman Sachs, Guggenheim Securities, BofA Securities, and Allen & Company with Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal advisor.
KEY QUOTES:
“Obesity is a large and growing space with over 200 health conditions associated with it. The proposed acquisition of Metsera aligns with our focus on directing our investments to the most impactful opportunities and propels Pfizer into this key therapeutic area. We are excited to apply our deep cardiometabolic experience and manufacturing and commercial infrastructure to accelerate a portfolio that includes potential best-in-class injectables, with clinical data differentiated by efficacy, tolerability and durability supporting monthly dosing, with the aim to address the ongoing unmet needs associated with obesity and related diseases.”
Albert Bourla, Chairman and Chief Executive Officer, Pfizer
“Since our founding in 2022, Metsera has worked tirelessly to reduce the physical, emotional, and economic burdens of obesity with a portfolio of next generation nutrient-stimulated hormone therapeutic candidates. Our team has invented and developed multiple injectable and oral candidate medicines and a category-leading peptide engineering platform, which together promise class-leading performance in a major sector of population health. Today’s announcement sets a path for our portfolio to potentially transform the lives of hundreds of millions of people and represents an excellent outcome for our shareholders. We look forward to joining forces with Pfizer to leverage their global clinical, regulatory, manufacturing and commercial capabilities to realize the promise of improved human health at scale.”
Whit Bernard, Co-Founder and Chief Executive Officer of Metsera
