Pfizer has filed a lawsuit against Metsera, Metsera’s board of directors and Novo Nordisk, claiming they breached a merger agreement.
The lawsuit, filed in the U.S. District Court for the District of Delaware, accuses Metsera of violating its contractual obligations under the merger agreement and alleges that Novo Nordisk interfered by submitting a competing proposal that fails to meet the agreement’s definition of a “superior company proposal.” Pfizer said the competing deal carries “significant regulatory risk” and is unlikely to close on the terms proposed, according to an Oct. 31 news release from Pfizer.
Pfizer’s suit also challenges the legality of a special dividend included in Novo Nordisk’s offer and accuses Metsera’s board of breaching fiduciary duties, including by securing indemnity protection from Novo Nordisk.
Metsera responded to the lawsuit in a Nov. 3 statement, saying “Pfizer is trying to litigate its way to buying Metsera for a lower price than Novo Nordisk. Metsera’s Board of Directors will continue to stand firm on behalf of shareholders and patients. Pfizer’s litigation arguments are nonsense, and Metsera will address them in court.”
Novo Nordisk also denied the claims. “Pfizer’s baseless claims that Novo Nordisk intends to suppress innovation through our offer is false and without merit,” Ambre James Brown, vice president of global media, said in a statement shared with Becker’s. She added that the company complied with all applicable laws and called Pfizer’s antitrust complaint “a highly unusual and seemingly desperate approach.”
Pfizer has requested a temporary restraining order to prevent Metsera from terminating the existing merger agreement. All regulatory approvals for Pfizer’s acquisition of Metsera have been obtained, and the company said it is prepared to close the transaction shortly after Metsera’s Nov. 13 stockholder meeting.
The Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Pfizer-Metsera deal. Pfizer will seek injunctive relief and damages to enforce the merger agreement, the release said.
On Nov. 4, Metsera said its board determined that an amended acquisition proposal from Novo Nordisk constitutes a “Superior Company Proposal” under its merger agreement with Pfizer. The revised bid values Metsera at up to $86.20 per share, or approximately $10 billion — higher than Pfizer’s revised offer of up to $70 per share, or $8.1 billion. Pfizer now has two business days to negotiate adjustments before Metsera can potentially terminate their agreement, the company said in a press release.
