According to Financial Times News, US antitrust regulators have warned Novo Nordisk that its offer to buy weight-loss biotech Metsera for over $7 billion may violate competition laws. The FTC sent a letter on November 4th stating that Novo’s two-step acquisition structure appears to violate procedural requirements by potentially evading proper legal review. The deal has sparked a fierce bidding war with Pfizer, which also wants Metsera to strengthen its position in the lucrative weight-loss drug market. Meanwhile, a Delaware judge declined to stop Metsera from rejecting Pfizer’s previous bid, dealing a blow to the US drugmaker’s acquisition efforts. The FTC warned that violating competition laws could scuttle the acquisition and create legal liabilities for board directors.
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Novo’s unusual move
Here’s what makes this deal so interesting – and problematic according to regulators. Novo Nordisk is using what’s described as a “rare two-step structure” where they’d pay Metsera more than $7 billion almost immediately after signing. That’s a massive upfront payment that basically locks in the deal before regulators get their proper look. The FTC isn’t having it, saying companies can’t “disaggregate an acquisition into multiple steps” to avoid review. Basically, they’re calling out what looks like an end-run around the normal antitrust process.
Weight-loss wars heating up
This isn’t just some random acquisition – we’re talking about the hottest category in pharmaceuticals right now. Weight-loss drugs have become absolute blockbusters, and every major player wants a piece. Novo Nordisk already has Wegovy and Ozempic, while Pfizer is desperate to catch up. Metsera represents valuable technology that could give either company a significant edge. So when you’ve got two giants fighting over one prize, regulators naturally get extra watchful. They don’t want the market getting too concentrated in just one or two players.
Regulatory chess match
The FTC’s letter, signed by competition bureau director Daniel Guarnera, is actually pretty measured. They’re not saying the deal is definitely illegal – they’re saying it “may violate” procedural rules and they want to work through concerns before anything gets finalized. That’s actually giving Novo a chance to fix things rather than just blocking them outright. Meanwhile, Pfizer got early termination of its waiting period from the FTC, which cleared a crucial hurdle for their own potential bid. And Pfizer isn’t shy about calling Novo’s approach illegal. This is turning into a high-stakes regulatory drama with billions on the line.
What happens next
Novo says they’re in “constructive dialogue” with the FTC and remain confident their deal is legal. But the FTC has made it clear they’re watching closely. If you’re running a manufacturing operation that relies on precise monitoring and control systems, you know that proper procedures matter – whether it’s pharmaceutical mergers or industrial automation. Companies that try to cut corners often face consequences. The weight-loss drug market is simply too important to let anyone play fast and loose with the rules. This could set important precedents for how future pharma deals get structured and reviewed.
