Pfizer filed a lawsuit in the Delaware Court of Chancery against Novo Nordisk and Metsera, alleging that Novo’s unsolicited bid for the obesity‑focused biotech company interferes with Pfizer’s existing acquisition agreement.
The suit seeks to enforce Pfizer’s $4.9 billion upfront purchase of Metsera, which could rise to $7.3 billion with contingent value rights, and to prevent Novo from proceeding with its $6.5 billion cash offer plus up to $2.5 billion in contingent value rights, a total potential value of $9 billion.
Pfizer argues that Novo’s bid breaches the “superior proposal” clause in its agreement with Metsera and that the bid is structured to circumvent antitrust review, citing regulatory risks and potential breaches of fiduciary duty.
Metsera’s board declared Novo’s offer superior, triggering a limited window for Pfizer to negotiate or counter, a move Pfizer disputes and seeks to invalidate.
The lawsuit follows Pfizer’s receipt of early termination of the Hart‑Scott‑Rodino waiting period from the FTC on the same day, reinforcing its position that its deal has cleared regulatory scrutiny.
The legal action could delay or derail Novo’s attempt to acquire Metsera, affecting its strategy to expand its obesity portfolio and potentially altering the competitive landscape in the rapidly growing obesity drug market.
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