Key takeaways
- Delaware Chancery Court denied Pfizer’s request for a temporary restraining order (TRO) aimed at stopping Metsera from terminating its merger agreement with Pfizer in favor of a rival proposal from Novo Nordisk. Pfizer says it will continue litigating. Pfizer+1
- Pfizer is preparing to improve its offer for obesity‑drug developer Metsera after Wednesday’s court setback; earlier, Novo raised its bid to as much as $10 billion. Reuters+1
- Antitrust spotlight: FTC staff warned that aspects of Novo’s two‑step bid structure may violate pre‑merger review rules if consummated without filing; that scrutiny raises execution questions for Novo’s approach. Reuters+2Bloomberg+2
- Earnings context: Earlier this week Pfizer reaffirmed 2025 revenue guidance and raised/narrowed adjusted EPS guidance to $3.00–$3.15, despite continued COVID product declines. Pfizer+1
- Stock check: PFE last traded around $24.61 mid‑day Thursday (Nov. 6, UTC).
What happened today (Nov. 6)
1) Court clears the way for Metsera to pivot to Novo’s richer bid.
On Wednesday evening, the Delaware Chancery Court denied Pfizer’s TRO request that sought to keep Metsera bound to its earlier merger agreement with Pfizer. In a same‑day statement, Pfizer argued the decision “does not address the merits” and vowed to pursue its claims in parallel antitrust litigation. BioSpace’s Thursday write‑up and the company’s press release confirm the ruling and Pfizer’s plan to keep fighting. BioSpace+1
2) Pfizer signals a sweeter counter—because the clock is tight.
Reporting overnight indicates Pfizer plans to sweeten its proposal to keep Metsera from defecting. Novo’s revised offer included $62.20 per share in cash plus a $24 CVR; Pfizer earlier raised its own terms to $70 per share (up to ~$8.1B) and, per multiple outlets today, is prepared to go higher. Reuters
Several trade publications also report Pfizer has matched the headline $10B valuation, citing the Financial Times and others; that aligns with the escalatory pattern described by Reuters as the two drugmakers jockey for assets in the red‑hot obesity market. pharmaphorum
3) Timing matters.
According to a recent Metsera 8‑K, the revised Novo proposal was set to expire at 10:00 a.m. ET on Nov. 6—a hard catalyst for all parties. investors.metsera.com
4) Antitrust heat on Novo’s bid structure.
In letters flagged Wednesday, FTC staff warned the parties that Novo’s two‑phase approach—large upfront payment for a partial stake and delayed voting control—may run afoul of U.S. pre‑merger notification rules if pursued without prior review. That caution adds regulatory risk to Novo’s path, potentially reshaping Metsera’s calculus on deal certainty and timing. Reuters+2Bloomberg+2
Why this battle is so consequential
The obesity and diabetes market is forecast to be $150 billion annually by early next decade. Novo and Eli Lilly dominate now, but Metsera’s pipeline—including candidates positioned for less frequent dosing than today’s weekly GLP‑1s—could alter competitive dynamics. For Pfizer, which stumbled on earlier obesity efforts, Metsera is a fast‑track way back into a category that may define the next decade of pharma growth. Reuters+1
The earnings backdrop: Pfizer’s numbers and guidance
On Tuesday, Pfizer reported Q3 2025 revenue of $16.65B, with reported EPS of $0.62 and adjusted EPS of $0.87. Management reaffirmed full‑year revenue guidance of $61–$64B and raised/narrowed adjusted EPS to $3.00–$3.15 (from $2.90–$3.10). The company cited non‑COVID portfolio growth (Eliquis, Vyndaqel, Nurtec) and ongoing cost discipline, even as Paxlovid and Comirnaty continue to normalize. Pfizer+1
Notably, guidance also absorbs a one‑time $1.35B in‑process R&D charge tied to a 3SBio licensing agreement booked in Q3, and reiterates a multi‑year cost‑savings program targeting about $7.2B net by end‑2027. Pfizer+1
Policy tailwind: Pfizer’s September pricing pact with Washington
Part of Pfizer’s message to investors is “longer‑term business clarity” following a voluntary, September agreement with the U.S. government. Under that pact, Pfizer committed to MFN‑style pricing (parity with other developed markets) for key channels and to participate in a new direct‑purchase platform (TrumpRx.gov) offering many medicines at steep discounts; the White House framed the deal as the first of its kind. The agreement also provided tariff clarity that factors into Pfizer’s planning. Pfizer+2The White House+2
Market reaction
PFE traded around $24.61 mid‑day Thursday (13:36 UTC) as investors weighed (1) the court decision and (2) the likelihood and structure of any enhanced Pfizer counter. Short‑term direction now hinges on the bidding end‑game and regulatory read‑through.
What to watch next
- Metsera’s near‑term decision window. With offer deadlines in play, expect rapid‑fire updates on bid terms and board recommendations. investors.metsera.com
- FTC posture. Any formal action or additional correspondence could alter the relative deal certainty between Pfizer’s and Novo’s proposals. Bloomberg+1
- Pfizer investor messaging. Having raised 2025 EPS guidance, management’s willingness to increase cash components or adjust CVR structures will signal risk appetite in obesity. Pfizer
Statement from the companies (latest)
- Pfizer: The company said the court’s ruling does not address the merits and that it will “continue to pursue its claims vigorously,” including its federal antitrust suit. Pfizer
- Metsera: After the ruling, Metsera said it was “gratified” by the decision and reiterated its view that Pfizer’s litigation arguments are “nonsense.” FT Markets
- Regulators: FTC staff warned that proceeding toward consummation without review could invite civil penalties—another reason timing and structure matter as much as price. Bloomberg
By the numbers (Q3 2025)
- Revenue: $16.65B
- Reported EPS: $0.62
- Adjusted EPS: $0.87
- 2025 revenue guide: $61–$64B (reaffirmed)
- 2025 adjusted EPS guide: $3.00–$3.15 (raised & narrowed) Pfizer+1
Editor’s note: This article is for information only and not investment advice. Figures and developments reflect the latest reporting as of Nov. 6, 2025 (UTC).
