Copyright reuters
SummaryCompaniesPfizer sues Metsera, Novo over merger agreement breachPfizer alleges Novo's bid structure evades antitrust reviewFTC grants early antitrust clearance for Pfizer's Metsera acquisition Oct 31 (Reuters) - Pfizer (PFE.N), opens new tab on Friday filed a lawsuit against Metsera (MTSR.O), opens new tab and Novo Nordisk (NOVOb.CO), opens new tab, saying Metsera breached its merger agreement obligations in declaring the Danish drugmaker's $8.5 billion bid for the U.S. obesity drug developer to be a superior offer. Pfizer asked the Delaware court to issue a temporary restraining order to block Metsera from terminating the agreement. Metsera has given Pfizer until Tuesday to raise its offer. Pfizer wants Metsera's scheduled shareholder vote to take place on November 13. Advertisement · Scroll to continueReport Ad The legal action comes as Pfizer received early antitrust clearance for its proposed $7.3 billion acquisition of Metsera from the U.S. Federal Trade Commission. It granted early termination of the waiting period under the Hart-Scott-Rodino Act, more than a week ahead of the November 7 deadline. "Pfizer's claims against Novo Nordisk are meritless, and we will vigorously defend ourselves in any litigation," a Novo spokesperson said. Metsera said in a statement that it disagreed with Pfizer’s allegations and would address them in court. PFIZER AND NOVO TALKS WITH METSERA BEGAN IN 2024 The lawsuit details a tussle for Metsera that began with discussions between the company and potential acquirers in early 2024, with both Pfizer and Novo Nordisk expressing interest. Advertisement · Scroll to continue Get the key points from this story with Reuters AI Novo Nordisk, the maker of Wegovy and Ozempic, is trying to regain ground in the obesity drug race after losing market share to Eli Lilly (LLY.N), opens new tab. Metsera is working on experimental therapies that analysts say could generate $5 billion in sales. Pfizer, which does not currently sell a weight-loss drug, is betting on Metsera to help it enter the $150 billion obesity market and offset falling COVID-related revenue and looming patent expirations. Pfizer claimed Novo's bid was an illegal attempt by a dominant player to suppress competition in the fast-growing obesity drug market. Novo made its first formal offer on January 23, 2025, valuing Metsera at $2 billion, which the board rejected due to regulatory risks and low valuation, the lawsuit said. Pfizer entered the process with a $30 per share non-binding proposal on June 2, followed by a series of improved bids. Metsera's board rejected the proposal but was determined to continue negotiations with Pfizer. Ad Break Coming Up NEXT StayNext OffEnglish 180p288p360p480p540p576p720pHD1080pHDAuto (180p) About ConnatixV2131534911 About ConnatixV2131534911 Continue watchingafter the adVisit Advertiser websiteGO TO PAGE Novo made additional bids that were rejected by Metsera's board and, by September, both parties had submitted revised proposals. Pfizer says Novo's last bid, made on September 20, involved a complex structure with non-voting shares and a dividend, which Metsera's board deemed too risky. ANTITRUST CONCERNS AND FOREIGN OWNERSHIP Even before Novo Nordisk formally renewed its bid for Metsera on Oct 25, Pfizer alleged that both Novo and Metsera were quietly preparing for the transaction. According to the complaint, Novo Nordisk representatives had begun reaching out to government officials to discuss regulatory issues, suggesting pre-coordination. Meanwhile, Metsera's lead law firm requested a conflict waiver from Pfizer just days before Novo's proposal was submitted - despite having negotiated opposite Pfizer for months without raising any conflict concerns. Pfizer argues this timing indicates that discussions were underway before the bid was made public, potentially in violation of the merger agreement's non-solicitation provisions. Pfizer's lawsuit emphasized its role as a leading U.S. corporation, and Novo Nordisk as a foreign competitor. A Wednesday letter to Metsera from Pfizer's lawyers that was disclosed in the lawsuit repeatedly described Pfizer as "an American company" and said a Novo Nordisk deal "may draw scrutiny from CFIUS," a reference to the Committee on Foreign Investment in the United States. The government body reviews foreign investment in the United States, which can give the U.S. president ultimate authority over a transaction. Pfizer is asking the court for a declaration that Novo's proposal is not a superior offer under the merger agreement, as well as damages and injunctive relief. (This story has been refiled to fix the spelling of 'Metsera' in the first sub-header) Reporting by Kamal Choudhury, Christy Santhosh and Siddhi Mahatole in Bengaluru; additional reporting by Mike Erman, Sabrina Valle and Jon Stempel in New York, Tom Hals in Wilmington, Del. and Vallari Srivastava in Bengaluru; Editing by Shilpi Majumdar, Anil D'Silva and Caroline Humer Purchase Licensing Rights Sabrina ValleThomson ReutersNY-based correspondent reporting on some of the largest deals in Healthcare and Industrials. Previously based in Houston, covering global operations of U.S. oil majors. Sabrina has a two-decade career in Business reporting, with a strong background in source-based enterprise and investigations. She previously worked at Bloomberg, Washington Post and has been based in Rio and D.C. covering large corporations, including finance, corruption and geopolitics.EmailXLinkedin
