Novo Nordisk exits Metsera bid, shares gain

Shares in Novo Nordisk rose after the Danish drugmaker withdrew from a contested bid for U.S. biotech Metsera, which instead agreed a roughly $10 billion deal with Pfizer. Investors welcomed Novo’s exit, viewing its offer as unusually complex and legally risky following U.S. antitrust concerns flagged by the Federal Trade Commission. Novo had proposed a structure involving sizable up-front cash for non-voting shares and deferred full control pending regulatory approval, a design critics said damaged the company’s reputation and posed “unacceptably high legal and regulatory risks.”

The failed bid is a setback as Novo competes with Eli Lilly in the fast-growing obesity‑drug market dominated by products such as Wegovy. Novo launched an unsolicited offer in late October, touching off a brief bidding war, but Metsera rejected Novo’s approach and affirmed the Pfizer agreement. Market reaction saw Novo shares climb about 2–3% after the withdrawal, a reprieve for investors concerned the acquisition would strain the balance sheet; the stock has nevertheless fallen more than 70% since mid‑last year amid mounting competitive pressures.

Governance worries have compounded Novo’s strategic challenges. Norway’s sovereign wealth fund, a major shareholder, said it will abstain from an upcoming extraordinary shareholders’ meeting at which the Novo Nordisk Foundation plans to appoint its chair, Lars Rebien Sørensen, as chair of the company—giving him a dual role that has unsettled investors. Current chair Helge Lund and six independent directors are set to step down after disputes with the foundation over the pace of change. Norges Bank Investment Management, holding about 1.79% of voting rights, did not explain its abstention but signalled unease among large institutional holders.

Analysts and investors called for improved risk management and more prudent use of cash following the hostile bid. Novo has repeatedly trimmed full‑year forecasts amid intensifying competition from Eli Lilly and market share pressures in weight‑loss treatments. Company statements stressed alignment with long‑term strategy and continued evaluation of acquisition opportunities, but observers said the episode highlights tensions between aggressive growth moves and preserving corporate reputation and governance stability.

For now, markets appear relieved that a potentially disruptive, costly takeover attempt has ended, allowing Novo to refocus on its pipeline and competitive defence. The outcome nevertheless leaves open broader questions about strategic direction, shareholder relations and how the company will contend with Eli Lilly and other rivals in a rapidly evolving obesity‑drug market.