By Kamal Choudhury, Sabrina Valle and Tom Hals, Reuters
Novo Nordisk makes Wegovy and Ozempic. Photo: AFP
- Pfizer sues Metsera, Novo over merger agreement breach
- Pfizer alleges Novo's bid structure evades antitrust review
- FTC grants early antitrust clearance for Pfizer's Metsera acquisition
Pfizer has filed a lawsuit against Metsera and Novo Nordisk, saying Metsera breached its merger agreement obligations in declaring the Danish drugmaker's US$8.5 billion (NZ$14.8b) bid for the US 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 13 November.
The legal action comes as Pfizer received early antitrust clearance for its proposed US$7.3b (NZ$12.7b) acquisition of Metsera from the US Federal Trade Commission. It granted early termination of the waiting period under the Hart-Scott-Rodino Act, more than a week ahead of before the 7 November deadline.
"Pfizer's claims against Novo Nordisk are meritless and we will vigorously defend ourselves in any litigation," a Novo spokesperson said.
Metsera said 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.
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. Metsera is working on experimental therapies that analysts say could generate $5b (NZ$8.7b) in sales.
Pfizer, which does not currently sell a weight-loss drug, is betting on Metsera to help it enter the $150b (NZ$262b) 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 23 January, 2025, valuing Metsera at $2b (NZ$3.5b), which the board rejected, due to regulatory risks and low valuation, the lawsuit said.
Pfizer entered the process with a $30 (NZ$52.39) per share non-binding proposal on 2 June, followed by a series of improved bids. Metsera's board rejected the proposal, but was determined to continue negotiations with Pfizer.
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 20 September, 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 25 October, 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 negotiating 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 US 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 US 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.
- Reuters
