The Federal Trade Commission flagged procedural and antitrust concerns over Novo Nordisk’s bid for obesity developer Metsera, noting the deal’s structure could transfer “significant rights, benefits, and risks” to Novo before required Hart‑Scott‑Rodino review. The FTC letter, cited by agency competition staff, raised the prospect that proceeding without premerger review may violate U.S. merger law and could limit Metsera’s ability to compete while the transaction is pending. Pfizer, a competing bidder, has already mounted legal objections; a Delaware judge recently denied Pfizer’s request to enjoin Novo’s approach, leaving regulatory scrutiny as the central obstacle. Market participants should watch for revised deal terms or an HSR filing that addresses the FTC’s procedural and competition concerns.