A Delaware Court of Chancery judge denied Pfizer’s request for a temporary restraining order on November 5, 2025, preventing the company from blocking Metsera’s termination of its merger agreement. The ruling allows Metsera to pursue the higher $10 billion offer from Novo Nordisk, which was announced as a “Superior Company Proposal” by Metsera’s board on November 4.
Metsera’s board evaluated competing offers after receiving an updated proposal from Novo Nordisk and a revised bid from Pfizer. Pfizer’s original September 22 offer was $4.9 billion upfront with a potential $2.4 billion contingent value, totaling $7.3 billion. Pfizer later increased its offer to approximately $8.1 billion, while Novo Nordisk’s amended proposal rose to about $10 billion, comprising $62.20 per share in cash and up to $24.00 per share in contingent value rights.
The strategic rationale behind the competing bids centers on the obesity‑drug market, projected to reach $150 billion by the early 2030s. Novo Nordisk seeks to strengthen its pipeline and regain leadership lost to Eli Lilly, whereas Pfizer aims to bolster its obesity portfolio after setbacks with internal assets. Metsera’s portfolio, featuring a promising obesity candidate, is a key asset for both parties.
Regulatory scrutiny remains a significant factor. The Federal Trade Commission has expressed concerns about Novo Nordisk’s bid structure, and Pfizer has filed an antitrust complaint alleging that the acquisition could reduce competition. These regulatory hurdles could delay or alter the final transaction.
The judge’s decision hinged on Delaware fiduciary law, which allows a target board to terminate an existing agreement if it determines a superior proposal exists. Pfizer failed to demonstrate that Metsera’s board acted in bad faith, leading the court to deny the restraining order and remove a major legal obstacle.
The ruling accelerates the closing timeline for Novo Nordisk’s acquisition and shifts momentum in the bidding war. While the decision is favorable to Metsera shareholders, the lingering regulatory uncertainties mean the final outcome will still depend on antitrust reviews and the parties’ ability to navigate them.
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