The Federal Trade Commission told Novo Nordisk and Metsera it has concerns about the structure of Novo’s takeover proposal and whether it sidesteps required premerger review under the Hart‑Scott‑Rodino Act. FTC competition director Daniel Guarnera warned that an upfront payment for half the company could transfer substantive rights and risks to Novo before regulators review the deal. Metsera’s board has been fielding competing bids from Novo and Pfizer, and Novo’s latest proposal values Metsera at roughly $10 billion in a two‑step transaction that includes an initial dividend and later purchase of remaining shares. The FTC letter highlights the agency’s concern that constraints placed on Metsera while the deal is pending — such as caps on capital expenditures or employee retention programs — could reduce Metsera’s ability to compete. For dealmakers, the letter signals heightened scrutiny of creative transaction structures designed to accelerate control before antitrust clearance. Companies and advisers should expect the FTC to challenge arrangements that materially transfer rights or limit a target’s independence prior to formal review.