Pharma giant moves to block rival offer, citing contract violations and antitrust concerns
Pfizer Inc. has filed a lawsuit in the Delaware Court of Chancery against Metsera, Inc., its board of directors, and Novo Nordisk S.A., alleging breach of contract, breach of fiduciary duty, and tortious interference related to Metsera’s alleged violation of its obligations under the merger agreement with Pfizer.
According to Pfizer, Novo Nordisk’s unsolicited offer for Metsera does not meet the criteria of a “Superior Company Proposal” as defined in the existing merger agreement. Pfizer contends that the Novo Nordisk proposal faces substantial regulatory risks that make it unlikely to be completed under the proposed terms.
Pfizer emphasized that its own acquisition of Metsera is fully cleared from a regulatory standpoint, following early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 by the U.S. Federal Trade Commission.
With all necessary approvals obtained, Pfizer stated it is ready to close the transaction shortly after Metsera’s stockholder meeting on November 13.
The lawsuit describes the Novo Nordisk proposal as an illegal attempt by a dominant market player to suppress competition, employing an “unprecedented structure designed to deliberately evade antitrust review.”
Pfizer noted that Metsera’s board had previously rejected a similar offer from Novo Nordisk citing the same regulatory risks, which “have not changed.”
The filing also claims that Novo Nordisk’s proposed special dividend violates Delaware law and that Metsera’s directors have breached fiduciary duties by negotiating self-serving indemnification provisions that would protect them from liability stemming from “unlawful conduct.”
Pfizer has filed a motion for a temporary restraining order (TRO) to prevent Metsera from terminating the existing merger agreement until the Court can fully review the matter.
The company stated that the legal action is necessary “to enforce and preserve its rights under the merger agreement,” adding that the conduct of Metsera, its directors, and Novo Nordisk represents “clear violations of contractual and legal obligations.”
Pfizer reaffirmed confidence in the strength of its case and said it seeks injunctive relief and damages to ensure that the merger agreement terms are upheld.
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