Federal Trade Commission staff wrote to Novo Nordisk and Metsera raising concerns that the structure of Novo’s acquisition offer could violate the Hart‑Scott‑Rodino Act by transferring substantial rights prior to required pre‑merger review. The FTC highlighted that an upfront payment for half the company and post‑consummation controls could limit Metsera’s ability to compete while avoiding timely antitrust scrutiny. The letter follows a high‑stakes bidding war between Novo and Pfizer for Metsera’s obesity assets; Pfizer has argued Novo’s deal risks market concentration in obesity medicines. A Delaware court recently denied Pfizer’s request for an injunction, but the FTC’s procedural concerns introduce regulatory uncertainty that could slow or reprice the transaction. Companies considering similar structured deals will likely reassess timing and escrow measures to avoid analogous challenges; the FTC’s intervention underscores antitrust authorities’ focus on deal mechanics as well as ultimate market outcomes.