Pfizer and Novo Nordisk’s $10bn battle over weight-loss drugs

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1:07Last week, two pharma giants found themselves locked in a ferocious battle. Pfizer and Novo Nordis duped it out for who will own MetSara, a coveted biotech that's developing next generation weight loss drugs. Major pharmaceutical companies are desperate to cash in on the blockbuster obesity drug market. The market's expected to reach sales of at least$100 billion by 2030.

1:35Oliver Barnes: It's rare to see this kind of public, hostile takeover battle in pharma land. But it's proving how valuable biotech assets are right now and how much desire there is to get a foothold in the weight loss game. And these two companies, Pfizer and Novo Nordisk, in a very short period of time, threw everything they had at this acquisition, taking it from the boardroom to the courtroom to the corridors of Washington. It's a high-stakes situation. Both Novo Nordisk and Pfizer have been in a bind recently. And in effect, whoever wins MetSara gets the chance of getting a slice of the future of the weight loss drug market, potentially one of the most lucrative ever.

2:20I'm Michaela Tendera from the Financial Times. Today on Behind the Money, let's step inside the dramatic bidding war between Pfizer and Novo Nordisk. And look at what this battle says about the fierce competition to come out on top in the weight loss drug market.

2:53I'm here with the FT's U.S. deals and activism correspondent, Oliver Barnes. Hey, Oliver. Welcome to the show.

3:01Oliver Barnes: Thanks for having me. So to lay it out plainly, there are three key players in this story. They are the Danish pharma giant Novo Nordisk, best known for Ozempic and Wigovi. There is the American pharma giant Pfizer. And then there's these companies, Target Du Jour, this American biotech startup, Metzera. So let's start with Nova Nordisk. Now, the last time that we talked about them on the show was at the beginning of 2024. And the FT had actually just named the company's CEO our Person of the Year. Yeah. So looking back, you can take the FT's endorsement of that Nova Nordisk CEO, who was Lars Frugert-Jorgensen, as kind of the FT calling the top of the market, for Novo at least.

3:49Novo Nordisk soaring to a fresh all-time high today. The obesity drug causing sales in the U.S. to spike 154 percent. Danish pharmaceutical giant Novo Nordisk reported stronger than expected profits powered by sales of anti-obesity and diabetes drugs, Magobi and Ozempic. So it seemed like Novo Nordisk had really become the out-and-out leader in the obesity drug race. At one time, Novo Nordisk was the most valuable company in Europe by market cap. But Oliver tells me that now, in 2025, things really couldn't look more different.

4:25Oliver Barnes: When people think about weight loss drugs, they think about Novo Nordisk, right? Because Novo Nordisk created a Zempik. But then Eli Lilly comes with a competitive weekly weight loss injectable and gradually outmaneuvers Novo. So what you have is like Novo is the first one out of the gate. But then over time, Lilly bests them. And here's the thing. Eli Lilly is besting Novo Nordisk not only in the present moment, but looking into the future too. And so what happened to Novo is that then investors started to ask, OK, this is the weight loss market right now. But what's it going to be like in five years?

5:09Oliver Barnes: Investors are always thinking about the future and where the market's headed. And so when they looked inside Novo Nordisk pipeline, what they saw is actually a way weaker set of drugs in development compared with Eli Lilly and compared with some of the other pharmaceutical companies looking to enter the weight loss drug market. Essentially, investors don't think that Novo Nordisk has another Ozempic in its pipeline. And that hits the company's stock hard. Novo's share price peaked around summer 2024. And now it's come plummeting down to earth. It's fallen by about 50 % over the past year. There have been several dramatic days of guidance changes and profit warnings.

5:51Oliver Barnes: And what that's resulted in is a whole overhaul of Novo Nordis, including in recent weeks, half the board being replaced and a former chief executive returning as chair. So the company has a new chairman on the verge of starting, a new CEO and a new appetite for deal-making. What Novo Nordisk is trying to re-engineer itself from being is like a charity-owned, Danish, science-driven, you know, humble scientist creating drugs in a lab to now being like an aggressive pharmaceutical company that goes out and does deals. All right, so Oliver, we have Novo Nordisk on one hand, the weight loss giant that's been humbled a bit recently and is trying out a new strategy, dealmaking.

6:40And then there's our other key player, Pfizer. Bring me up to speed on where they're coming to this MetSara bid from.

6:49Oliver Barnes: Pfizer's just had a pretty stagnant three or four years. Most of our listeners will best know Pfizer for producing the COVID-19 vaccine, which was, again, one of the most successful pharmaceutical products we've ever seen. The problem with that for Pfizer was that it was one of the most successful pharmaceutical products for about a year and a half before the pandemic went away. So what Pfizer has had to deal with over the past few years under its longtime chief executive Albert Böhler is how to reimagine its future after COVID. That future for Pfizer looks a lot like what Novo Nordisk and Eli Lilly and, well, like what a bunch of other companies are thinking about.

7:31Selling drugs to treat obesity.

7:33Oliver Barnes: Pfizer, you know, it had a weight loss drug in development for the past few years. And unfortunately, that flopped in clinical trials because of gastrointestinal side effects. Basically, patients, you know, they were losing weight, but like they were also getting like unbelievable stomach pain. So in short, both companies, Pfizer and Novo Nordisk, are on the back foot. They're looking for new ways to get investors excited. And that's where our third character comes in, Metzera. Oliver, tell me a little bit about Metzera. Metzera is a kind of perfect story of a biotech in a way. It's incorporated in Delaware in 2022.

8:11Oliver Barnes: It's only three years old. in 2023 it buys basically a bunch of drugs from an imperial college london professor and then it puts those drugs into clinical trials and the leading drug in their pipeline which is also a glp1 injectable but that seems to have the potential not just to work on a weekly basis but to work on a monthly basis which is quite a good pitch for patients right so you don't need to inject yourself 52 times a year, you need to inject yourself 12 times a year. That starts to yield results. Number one, it shows that it reduces weight, but importantly, it does. The second thing, which is that it doesn't cause side effects.

8:52Oliver Barnes: It doesn't cause unpleasant stomach pains and stuff like that. So that creates a great deal of excitement around MetSera. In addition to this monthly injectable, MetSera is also developing a suite of different kinds of weight loss drugs. This little collection is enough to propel several companies to put in bids to acquire Metzera. And that's where our two key players re-enter the picture, Pfizer and Novo Nordisk. Both are among the bidders for Metzera. Novo and Pfizer were circling around the company, and they're duking it out right to the very last minute. But ultimately, Metzera chooses Pfizer.

9:31In mid-September, Pfizer agrees to buy this biotech for$7.3 billion. And at the time, MetSera chose Pfizer not because they paid more than Novo. Novo were willing to pay more than Pfizer, but because Pfizer had an easier path to getting their deal approved. Because of Novo's dominance in the weight loss drug market already, their bid presented an antitrust risk. So from the beginning, we can see why antitrust looms over this whole deal. Now, from Pfizer's perspective, they've sealed this deal. Case closed. But at the end of October, seemingly out of the blue, comes an unsolicited offer from Novo Nordisk.

10:15Now, they're back. More deal-hungry than ever. And they say they want to buy Metzara. And they'll pay up to$9 billion for the company, trumping Pfizer's$7.3 billion offer. After Novo goes public with its unsolicited bid, Metzera says that this new takeover proposal is superior. Oliver tells me that in the pharma industry, this move from Novo Nordisk is pretty significant.

10:46Oliver Barnes: On the whole, when it comes to deals, takeover battles, unsolicited bid, hostiles, these are kind of terms from bygone era. You don't really see them as much anymore as the corporate raider days in the 80s and 90s. In pharma, they're particularly rare. And the reason it's not common is because biotechs are perpetually up for sale. They always want to be bought, right? They're always entertaining offers from pharmaceutical companies. So generally, stuff is friendly. But this offer from Novo Nordisk quickly turns into a pretty unfriendly situation. Pfizer's first move, instead of reacting with a counter bid, is instead to take a totally different path.

11:24They fire off two lawsuits, one of which argues that the structure of the deal is illegitimate, and the other of which argues that the deal is in contravention of antitrust rules. In effect, Pfizer throws the kitchen sink at Novo's deal. And here's where things start to get a little bit wonky and a little bit messy. Let's start with the wonky bit first. Pfizer's lawsuit takes direct aim at the structure of Novo Nordisk's offer for Metzera. Novo's deal deploys a pretty unique structure. And this structure is not at the suggestion of Novo. In fact, it's at the suggestion of MetSera, the seller. And the reason it's been created is in a sense to make MetSera comfortable with taking the risk of selling to Novo, a company that dominates the weight loss drug market already.

12:17And if they're doing a deal in this space, it's probably going to run into some serious antitrust scrutiny. So what's in this deal then, Oliver? What Novo's deal structure involves, most deals pay out upon closure. A deal gets signed, it then gets approvals, it goes to a shareholder vote, it closes, and that's when the money goes in to the target company's bank account. Instead, what Novo suggests doing is paying almost immediately upon signing. paying Metzera several billions of dollars, which then Metzera dividends to its shareholders and Novo takes a 50 % non-voting stake in the company. That then only converts to ownership once the deal is fully approved.

13:08In effect, Novo's willing to front Metzera several billion dollars and risk losing it to make them comfortable with selling to them. So in short, the whole point of this wonky structure has to do with persuading MetSera to really want to pick Novo Nordisk over Pfizer, even if they run into antitrust complications.

13:34So, as we mentioned, Pfizer takes real issue with Novo's offer. And now here's the part where things get a bit messy. So what Pfizer did across these two lawsuits is argue that the structure that Novo deploys is not just there to make Metzera comfortable with selling to them. It's what Pfizer called an old fashioned bribe.

13:56Oliver Barnes: They said it was an example of like a catch and kill, which is that Novo is really buying Metzera not to even do anything with it, just to let it like wither on the vine so that no one else accesses these drugs that could compete with Novo's existing drugs. So Pfizer really threw everything at this. They were quoting Shakespeare at one point? They quoted Shakespeare. They said, you know, it's Rodden in the state of Denmark, a line from Hamlet. Anywho, so basically Pfizer's response to Novo coming in here as an interloper, it was initially to kind of like smear the deal, basically. Now, Novo Nordisk and Metzera deny Pfizer's allegations made in these lawsuits.

14:32Metzera calls Pfizer's arguments nonsense, while Novo says they're fundamentally wrong. They stress that they thought their deal could have received antitrust approval. Now, there's another piece to this that's happening around the same time. It's during these lawsuits, though, that we see the first signs that D.C. could be getting involved in this. As the FTC, the Federal Trade Commission, during a government shutdown, when the whole agency is thinly staffed, waves through Pfizer's deal on antitrust around effectively a small glimmer of hope that DC's coming to Pfizer's rescue. So we have the FTC involvement, we have the courts, we have the bids.

15:19There's a lot happening. And on Tuesday, November 4th, things ratchet up even more. We'll get into all that next.

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16:08Oliver Barnes: Pfizer and Novo, right in the middle of the intense heat of this kind of legal battle, they've decided to bump their bids yet further, like an old school bidding war. Pfizer bumped their offer to just over$8.1 billion involving both cash and future payments on clinical milestones. Novo bumps their bid to up to$10 billion. And MetSera continues to deem Novo's offer superior. And they're using the same structure where they offer to pay MetSera almost immediately upon signing. That same day in the morning, Pfizer has its quarterly earnings call. And CEO Albert Borla is asked about what's happening with MetSera and Novo Nordisk.

16:50We believe that Novo Nordisk offer is illusory because it violates antitrust law.

16:56Oliver Barnes: What Buller is saying on the surface is that Novo, as one of the dominant forces in weight loss alongside Eli Lilly, is really buying this company to stifle competition in a market that they already control. We don't see how Novo's deal can be superior. It is an illegal attempt by a foreign company to do an end run around antitrust laws, taking advantage of the government shutdown. But what's he really saying? He's really saying, hey, Donald Trump, please get involved here. This is a foreign company trying to buy an American biotech that is going to be taken over by an American pharmaceutical giant.

17:35Oliver Barnes: And they've come in, gazumped us. And so he's really trying to like activate the America first vibes around this deal. He's playing what many people have said over the past few days, the Trump card. Oliver, why is Pfizer's CEO trying to get the Trump administration involved in this? Really, the best thing that Pfizer has on their side is the politics of it all. It's CEO Albert Bourla has spent much of the last year cozying up to the Trump administration. He's taken trips with the management team to Mar-a-Lago. He's been to the White House on multiple occasions. Just a few weeks ago, he was one of the first pharma execs to strike a drug pricing deal with Trump.

18:18Oliver Barnes: So he would hope that he has the politics on his side. Throughout last week, this battle heats up even more. In the courts, Pfizer takes a hit. At a crucial hearing on Wednesday, a judge rejects Pfizer's arguments. But there is one sign of hope for Pfizer's deal, that the FTC lobs in yet another intervention. They write to Metzera saying that the structure that Novo's deployed in their deal may violate antitrust rules. And also mention in that letter, crucially, that that upfront payment of several billions of dollars in cash immediately after signing could actually be rescinded if the antitrust watchdog decides that Novo's deal is illegitimate and in violation of antitrust rules.

19:09Pfizer then comes back and matches Novo's up to$10 billion offer. And we're right in the heat of this bidding war yet again. The next day, Thursday, Novo Nordisk returns with a counterbid. That same day, the CEO of Novo Nordisk, Mike Dustar, is at the White House. He's there for an event with President Donald Trump to discuss the price of weight loss drugs along with other pharma executives. But in the middle of all this, Novo Nordisk's CEO is asked about MetSera and this deal. As of today, our bid is higher. And our message to Pfizer is that if they would like to buy the company, then put your hand in the pocket and bid higher.

19:50It's a free market. Then finally, on Friday evening. Pfizer match Novo's bid once again. And Metzera comes out with a statement saying they have opted yet again to go with Pfizer as the best company to sell to with the superior offer. And after a week of high tension, lawsuits, political drama and bids and counterbids, Albert Böhler, Pfizer's CEO, has won out. So to be clear, both companies had offered about the same amount of money for the business. So why did Pfizer win? Well, they won out basically for the same reason they won out in September and won out all along, which was that MetSara saw huge antitrust risks.

20:41in Novo's deal and in particular in its deal structure. In their statement released late on Friday, Metzera said that they'd not just received a letter from the FTC, but also a call from the agency warning of the huge competition risks at play in this deal. But was Pfizer a winner? Was Novo a loser? Who knows? It will all come down to whether these drugs end up succeeding in phase three trials. What's absolutely clear is that MetSera was the ultimate victor.

21:17Oliver Barnes: What you want to be right now is a biotech with a bunch of interesting drugs in development and a whole load of smart advisors around the table. So taking stock of this whole saga, I'd like to talk a bit about what this all means for the companies, but also for the broader pharmaceutical industry. So to start, Nova Nordisk lost out on MetSara now not once, but twice. Oliver, what does this outcome mean for them? I mean, getting involved in this high stakes takeover battle has really been an admission of one thing, that they're not entirely happy with their pipeline of obesity treatments going forward.

22:01So they will need to return to the negotiating table at some point to try and buy other biotechs with promising medicines in their pipeline. And we now know that everyone ever selling to them is always going to see a flashing red warning sign of antitrust risks. So in effect, Novo is always going to have to grapple with this. Now, we talked about earlier how Pfizer CEO Albert Bourla had been making these inroads with the Trump administration. Do you think that played a role in how this deal played out? So Trump himself never directly opined on this deal. And in fact, when it came up as a topic of conversation during the drug pricing press conference, he didn't even really seem to know much about it.

22:46But Pfizer's inroads in Washington can't have hindered its efforts to get Metzera to choose Pfizer over Novo. Imagine the counterfactual for a second. Imagine the FTC had never ridden to Metzera, had never called them warning of the risks of Novo's deal. That would have made Novo a considerably more viable bidder. They bid the same as Pfizer and Metzera chose Pfizer over them. So that must have tilted the balance in Pfizer's favor. But what we don't know is what strings were pulled, what calls were made on Pfizer's side. and both Pfizer and the FTC insist that everything happened here was normal process and above board.

23:33So Oliver, if, as you mentioned, these small biotechs are put up for sale so frequently, why were these two companies fighting so hard for MetSara specifically? Don't they have a lot of options?

23:46Oliver Barnes: Because, number one, MetSara's got a drug that could come to market in, I don't know, three, four years' time, and it's a monthly, right? This drug, if it does get the approvals, it hits at the right time, it gets the right commercial legislation. This could generate tens of billions of dollars over the course of its lifetime. Of course, Metzera's drugs themselves are still in the trial stages right now. What happens if these drugs don't receive the approval and make it to market? Good question. I mean, all these weight loss drugs, all of them work. They all cause weight loss. The trickiness with them is the side effects.

24:22Oliver Barnes: if they cause side effects that outweigh the benefit of the weight loss, they're never going to get approved, are they, right? So what we see in the MetSera data so far on the monthly injectable, clearly, is that actually the safety signals are good. And you take that to a trial from like a few hundred people to like a phase three trial with a thousand people, you're probably likely to see the same thing. So now it does seem like this deal is pretty much case closed. What will you be watching for in the coming days and weeks? So there's only one minor obstacle to come, which is the MetSera shareholder vote on November 13th.

24:58Oliver Barnes: And now that MetSera is sitting pretty and potentially getting paid up to$10 billion for this, I highly doubt that any shareholders are going to oppose that vote. What am I watching for, though, going forward? In many ways, when it comes to dealmaking in obesity, it's been surprising how quiet it's been up until now. But I think this is a sign of things to come. The market is about to be turned on its head. Right now, it's just weekly injectables. It's going to become weight loss pills. It's going to become monthly injectables. It's going to become completely different mechanisms. And what that will be an entree to is not just Pfizer and not just Novo, but a whole host of other pharmaceutical companies making bets on winning a slice of this market.

25:48And we've seen it so many times before. the company that was the innovator does not end up as the eventual winner. Novo created the first weekly GLP-1 weight loss injectable, but that doesn't mean they created the best weight loss drug. Right now, Eli Lilly is ascendant, but that doesn't mean they'll be ascendant forever. There's a lot to play for here, and there's probably a lot more deals to come. Oliver, thanks for coming on the show. Thank you.

26:24Behind the Money is hosted by me, Michela Tendera. This episode was produced by me and Safiya Ethmed. Fact-checking by Simon Greaves. Special thanks to Hannah Kuchler and Christian Berthelsen. Sound design and mixing by Sam Giavinko. Original music is by Hannes Brown. Topher Forges is the FT's acting co-head of audio. Thanks for listening. See you next week.

27:25Thank you.