Paul Berns was in the middle of a haircut when his phone rang.
A month earlier, he had helped steer the biotech he co-founded, Metsera, to a $7.3 billion deal with Pfizer. With the deal signed, Metsera was now focused on integrating with the giant New York drugmaker, and Berns was thinking about what he would do next.
But on the other end of the phone was Novo Nordisk CEO Mike Doustdar. It was Saturday, Oct. 25, and a month earlier, Novo had
offered
as much as $10 billion for Metsera, but lost. Doustdar had been shocked when he was awakened early on the morning of Sept. 22 by a call from Metsera’s chairman, who told him the biotech had
taken Pfizer’s lower — but more certain — bid
.
Now Doustdar wanted back in.
“We’re going to submit an offer,” the Novo CEO told Berns, who was Metsera’s lead independent director.
Berns left the hair salon with his cut half-finished. He called Metsera CEO Whit Bernard, who was spending the day with his family after intense weeks of integration meetings. And he reached out to Clive Meanwell, the board’s chairman. The three men had co-founded the company, pulling together a portfolio of weight loss assets, taking the company public and then selling it.
The close of the Pfizer deal was weeks away. But now Novo was back. And Berns, Meanwell and Bernard were staring at a
surprise offer
worth over $1 billion more than the signed Pfizer deal.
This is the inside story of a high-drama, high-stakes 14 days in which Novo tried to win back a prize it had lost, and Pfizer fought back. It’s also about two huge pharma companies trying to regain their momentum: Pfizer after the pandemic, and Novo after
blowing an early lead
in obesity. Pfizer won the battle, but will ultimately be judged by how the experimental drugs it obtained perform when trials read out in the next few months.
The reporting here is based on interviews with people who had direct knowledge of the events described. All spoke to
Endpoints News
on condition of anonymity to relay private conversations and negotiations. Other details were pulled from securities filings, earlier coverage by Endpoints, or other public material.
After Berns reached out to his fellow board members and their lawyers, his next call was to Albert Bourla, the CEO of Pfizer. Bourla had steered the company to triumph during the Covid-19 pandemic, fought off an attack by an activist investor, and he assumed he sealed a deal to reload the company’s pipeline with assets for the biggest drug category in industry history.
Bourla picked up, and Berns told him the news. “Oh boy,” the Pfizer CEO said in his gravelly Greek accent. Pfizer’s signed deal had been blown back open.
As Metsera pulled its board and lawyers into a virtual war room, it issued a
press release
telling the public about the new bid, declaring that Novo’s offer was “superior” to the deal it had with Pfizer.
Bourla was furious. The CEO thought the companies had a deal, and that Metsera had violated it. One person involved said Bourla was as angry as they’d ever seen him. The company decided it wasn’t going down without a fight.
Click on the image to see the full-sized version
It immediately began planning how to push back in the courts, targeting the unusual structure of Novo’s offer, which would immediately give cash to Metsera’s shareholders and pay them for the risk that the deal might not close if US antitrust regulators stepped in.
Now, Pfizer began thinking about how high it could take its offer to compete against Novo’s new bid.
The day after Metsera made Novo’s offer public, Pfizer sued. It went after not just Metsera and Novo, but also sued Berns, Meanwell and other members of the board — a sign of just how angry Pfizer’s management was. Pfizer
called the situation
a “brazen breach of the Pfizer-Metsera Merger Agreement and disloyal, bad faith actions by Metsera’s directors.” A
second lawsuit
in federal court argued that a deal with Novo would give a key obesity asset to a company that was already part of a weight loss duopoly and make “a mockery of the US antitrust laws.”
But in private, the two sides were still keeping channels open. Bourla and Berns had a decade-long relationship, which started when Berns was CEO of Anacor Pharmaceuticals and sold the company to Pfizer for $5.2 billion.
Before each lawsuit dropped, Bourla called Berns to tell him it was coming. The conversations grew heated at times, and reminded Meanwell of the elite rugby he’d played when he was younger, both teams pounding each other on the field, then shaking hands after.
On Tuesday, Nov. 4 — the day after filing its second lawsuit — Pfizer was back with a raised offer. It pledged $60 per share, plus a potential $10-per-share future payment. Novo
immediately
retaliated with an even higher bid totaling $86.20 a share.
The next few days were a whirlwind of
negotiations
and
legal developments
. (Berns also made it back to the salon and completed his half-finished haircut.) As one party raised its offer, the other would counter, like heads-up poker for a billion-dollar stake.
Pfizer had been counting on its relationships in Washington to help it win the deal. All year, Bourla had been courting President Donald Trump, flying on
the company’s private jet
to see him in Washington or in Florida, or dining with him at his club in New Jersey. Bourla had struck the first of the industry’s “most favored nation” deals with the administration, and an
Oval Office announcement
publicly sealed the close relationship between the two leaders.
And Pfizer’s advisors were hinting that the Trump-Bourla relationship would work in their favor, pointing to an
unusual announcement
by the FTC — despite the government shutdown — that it had blessed Pfizer’s takeover of Metsera.
But Novo was now playing the game in Washington, too. Trump was fascinated by the weight loss injections, sometimes calling them the “fat shot” and telling tales of friends who had used them to shed pounds.
As the companies negotiated early that week, Endpoints
broke the news
that Novo and its rival Eli Lilly had a deal with the administration to cut the price of their weight loss drugs. Two days later, Doustdar was
in the Oval Office
, smiling and touting the deal in a public press conference. At the event that Thursday, Endpoints’ Max Bayer asked Trump what he thought of the fight for Metsera and if he favored one buyer over the other.
Trump called Doustdar to the lectern that was set up in the room.
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“As of today, our bid is higher,” Doustdar said. “Our message to Pfizer is if they would like to buy the company, then put your hand in the pocket and bid higher. It’s a free market and at the end of it, it has to do with the price.”
Pfizer’s team was watching closely to see if Trump might throw a wrench in the situation by weighing in. But he didn’t, and it was unclear if he was even familiar with the volatile deal.
The next day, on Nov. 7, Novo had raised its total price to $86.25 a share, with much of it in upfront cash. In total, it was worth around $10 billion, more than $2 billion higher than the initial deal with Pfizer. In a call to Metsera that Friday, a Novo executive told Berns that the company wanted the deal, and wanted it badly. It liked the pipeline and thought it could do well with the company. But it was also at its limit on price.
Then came a call from the FTC. Novo believed that while its deal structure was innovative, it was not illegal. But Daniel Guarnera, the antitrust regulator’s director of the Bureau of Competition, told Metsera’s legal team that if it took the Novo deal, the FTC would sue.
Hours later, Pfizer did what Doustdar had suggested. It reached into its wallet and raised the bid, matching Novo’s $86.25 a share, with $65.60 a share in cash and $20.65 a share in payments based on events such as FDA approvals and starting a key Phase 3 trial.
That night, the Metsera board met again. The choice seemed clear. It had two equal offers, but one could be tied up in lawsuits from the government and Pfizer, potentially stretching on for months or years, slowly strangling the company. As the lawyers guided them through the debate, they agreed to take the Pfizer deal.
Doustdar woke up on Saturday morning to Metsera’s press release announcing the deal, and knew Novo had lost. But Novo’s ceiling had always been $10 billion; it had gone as high as it could.
The final deal was a triumph for Metsera’s owners, including the investor ARCH Venture Partners, which could clear more than $2.3 billion from its stake in the company. Berns, Bernard and Meanwell, also stand to generate significant wealth from the sale, through a combination of their own stock holdings and other incentives. The deal
closed
this week.