Pfizer and Metsera announced a definitive agreement for Pfizer to acquire Metsera, a clinical-stage biopharmaceutical company developing next-generation therapies for obesity and cardiometabolic diseases. The agreement initially valued Metsera at $4.9 billion and has since been amended to reflect a revised transaction value of up to $86.25 per share (approximately valuing the deal at $10 billion), consisting of $65.60 per share in cash and a contingent value right that could deliver up to $20.65 per share in additional payments tied to future developmental and regulatory milestones. The Boards of Directors of both companies have unanimously approved the amended merger terms.
The acquisition will add four differentiated clinical-stage incretin and amylin therapeutic candidates to Pfizer’s pipeline, including injectable and oral GLP-1 receptor agonists and amylin analog programs that have the potential to offer improved efficacy, tolerability, and dosing convenience. Metsera’s pipeline includes MET-097i, an injectable GLP-1 receptor agonist in Phase 2 studies, and MET-233i, a monthly amylin analog in Phase 1 development, which is also being evaluated in combination with MET-097i. The portfolio also includes two oral GLP-1 receptor agonists, which are expected to enter clinical trials soon, along with additional preclinical candidates for nutrient-stimulated hormone therapies.
Metsera’s Board reaffirmed its support for the merger with Pfizer after receiving a call from the U.S. Federal Trade Commission related to potential antitrust risks associated with an alternative proposal involving Novo Nordisk. After review, the Board determined that the Pfizer transaction provides superior value, certainty of closing, and a clearer regulatory path. The companies expect to close the merger following Metsera stockholder approval and customary regulatory review, with Pfizer planning to outline any financial updates during its future quarterly reporting.
Pfizer intends to leverage its global development, regulatory, manufacturing, and commercial infrastructure to advance Metsera’s programs to potentially large-scale patient impact. Metsera’s leadership noted that the combination will support broader clinical advancement of therapeutic candidates designed to address obesity-related health burdens affecting large patient populations.
Advisors/counsel: Financial and legal advisors to the companies include Citi and Wachtell, Lipton, Rosen & Katz for Pfizer, and Goldman Sachs, Guggenheim Securities, BofA Securities, Allen & Company and Paul, Weiss, Rifkind, Wharton & Garrison for Metsera.
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, Metsera
