COPENHAGEN (Reuters) -Shares in Novo Nordisk rose on Monday after the Wegovy maker lost out to Pfizer ( PFE ) in a $10 billion bidding war for U.S. biotech Metsera ( MTSR ), as investors had viewed its offer as too complex.

The Danish drugmaker also came under increased scrutiny over governance as Norway's sovereign wealth fund said it would abstain when Novo shareholders vote this week on a new board.

Pfizer ( PFE ) said late on Friday it had clinched a deal for Metsera ( MTSR ), an obesity drug developer, dealing a setback to Novo Nordisk as it contends with rival Eli Lilly ( LLY ) in the competitive weight-loss drug market. Novo had started the bidding war in late October with an unsolicited offer a month after Metsera ( MTSR ) and Pfizer ( PFE ) agreed a deal.  

Metsera ( MTSR ) cited U.S. antitrust concerns in rejecting Novo's bid, which it had previously deemed superior. Novo confirmed on Saturday it would withdraw from the race.

"Although Metsera ( MTSR ) is undoubtedly an attractive asset to Novo, I'm quite pleased that this is now over because it was becoming a little bit of a distraction for investors," said Rothschild & Co Redburn analyst Simon Baker.

Novo's shares were trading 2.6% higher at 1219 GMT. The shares have lost more than 70% of their value since June last year and are now trading near their lowest level since mid-2021, when the company launched weight-loss treatment Wegovy in the United States.

The U.S. Federal Trade Commission told Novo and Metsera ( MTSR ) last week that their proposed deal ran the risk of violating U.S. antitrust laws.

The structure of Novo's offer included billions in up-front cash payments in exchange for non-voting shares equal to half of Metsera's ( MTSR ) equity capital, with full control only after approval by antitrust regulators.

Markus Manns, portfolio manager at Novo shareholder Union Investment, told Reuters the company did damage to its reputation in its hostile bid for Metsera ( MTSR ), in particular the unorthodox deal structure it proposed.

"We expect Novo to improve their risk management and use their cash more carefully," he said.

VOTE ON NEW BOARD

Attention now turns to Novo's extraordinary shareholder meeting on Friday. The Novo Nordisk Foundation, which controls 77% of voting rights through Novo Holdings, plans to install Lars Rebien Sorensen, its chair, as chair of the company - giving him a dual role that has sparked investor unease.

Norway's Norges Bank Investment Management (NBIM), the world's largest sovereign wealth fund and Novo's third-largest shareholder, announced it would abstain from voting on Sorensen's nomination or other board candidates. NBIM, which held a 1.79% stake worth $5.54 billion as of June 30, declined to elaborate on its decision.

Current Novo Chair Helge Lund and six other independent directors will step down at Friday's meeting after clashing with the foundation over the pace of change at the company. The foundation declined to comment on NBIM's stance. A Novo Nordisk spokesperson said: "We have noted the voting and welcome the interactions with the investors at the EGM."

Novo has faced mounting challenges, including losing market share to Eli Lilly's ( LLY ) weight-loss drug and trimming its full-year forecasts four times this year. Analysts warn that the foundation's push for greater control represents a departure from its traditionally hands-off approach and could create more instability.