Pfizer and Metsera have announced that the companies have entered into a definitive agreement under which Pfizer will acquire Metsera, a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases.
The acquisition brings deep expertise and a portfolio of differentiated oral and injectable incretin, non-incretin and combination therapy candidates with potential best-in-class efficacy and safety profiles.
The Boards of Directors of both Metsera and Pfizer have unanimously approved the transaction.
“Obesity is a large and growing space with more than 200 health conditions associated with it," said Albert Bourla, Chair and Chief Executive Officer, Pfizer.
"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."
"These will address the ongoing unmet needs associated with obesity and related diseases.”
Metsera has a portfolio of promising therapeutic candidates and combinations with four programmes in clinical development and several next-generation programs with IND-enabling studies ongoing.
These are aimed at addressing key unmet needs via fewer injections while achieving improved efficacy and tolerability.
The portfolio includes the following:
- MET-097i, an injectable GLP-1 receptor agonist (RA), with weekly and a monthly version, both in Phase II development
- MET-233i, a monthly amylin analogue candidate being evaluated as monotherapy and in combination with MET-097i in Phase I development
- two oral GLP-1 RA candidates expected to begin clinical trials imminently
- additional preclinical nutrient-stimulated hormone therapeutics.
Initial Phase I clinical results for MET-233i showcasing a potential best-in-class profile were presented on September 17th as a late-breaker at the 61st Annual Meeting of the European Association for the Study of Diabetes (EASD).
Under the terms of the agreement, Pfizer will acquire all outstanding shares of Metsera common stock for $47.50 per share in cash at closing, representing an enterprise value of approximately $4.9bn.
Additionally, the agreement includes a non-transferable contingent value right (CVR) entitling holders to potential additional payments of up to $22.50 per share in cash tied to three specific clinical and regulatory milestones.
These payments are dependent on the US Food and Drug Administration's (FDA) approval of Metsera’s monthly MET-097i monotherapy and monthly MET-097i + MET-233i combination.
The start of the Phase III clinical trial of Metsera’s MET-097i+MET-233i combination is also a milestone needed for the share payments.
The transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Metsera’s shareholders.
“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."
"Together, these promise class-leading performance in a major sector of population health,” said Whit Bernard, co-founder and Chief Executive Officer of Metsera.
“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 realise the promise of improved human health at scale.”