Pfizer has filed a second lawsuit in the Delaware Court of Chancery against Novo Nordisk, Metsera, and several of Metsera’s major shareholders, escalating the ongoing dispute over Novo Nordisk’s rival bid to acquire the obesity-focused biotech company. The shareholders named in the suit include Validae Health, Population Health Partners GP, and two ARCH Venture Partners funds (ARCH Venture Fund XII and XIII).
In the new filing, Pfizer alleges that Novo Nordisk’s offer to acquire Metsera is anticompetitive and violates the Clayton Antitrust Act. The company claims that Novo Nordisk’s actions are intended to preserve its dominant position in the GLP-1 therapeutic market by acquiring a potential future competitor before it can secure Pfizer’s backing. Pfizer also accuses Metsera and its controlling shareholders of colluding with Novo Nordisk in these alleged practices.
According to Pfizer, the lawsuits aim to preserve competition in the obesity and metabolic disease treatment market and to prevent what it describes as “illegal payments” designed to secure control of Metsera. The company stated that it remains confident in its legal position and expects to proceed in court.
Novo Nordisk has reportedly offered Metsera a $190 million termination fee to exit its existing merger agreement with Pfizer as part of its competing $8.5 billion acquisition proposal. Pfizer, whose offer was previously valued at up to $7.27 billion including contingent value rights, argues that Novo’s unsolicited proposal constitutes tortious interference and reflects an attempt to stifle competition.
Metsera, however, maintains that Novo Nordisk’s offer is superior to Pfizer’s and has characterized Pfizer’s legal actions as unfounded. The company said it remains committed to acting in the best interests of its shareholders and patients.
Pfizer’s earlier lawsuit sought to prevent Metsera from terminating their merger agreement following Novo Nordisk’s higher bid.
Public filings indicate that Metsera’s board had initially rejected Novo Nordisk’s earlier offer due to what it described as significant regulatory risks that could delay deal completion by up to two years. Pfizer argues that those risks remain unchanged and that Novo’s revised proposal does not constitute a bona fide superior offer.
The Delaware court proceedings will determine whether Metsera can proceed with terminating its merger agreement with Pfizer in favor of Novo Nordisk’s competing bid.
Background of the Dispute
Pfizer has escalated its legal battle by filing another lawsuit against Metsera and Novo Nordisk. The lawsuit centers on claims that Metsera’s board prioritized Novo Nordisk’s acquisition proposal over Pfizer’s, allegedly breaching fiduciary duties and creating antitrust concerns. This marks a continuation of a high-profile conflict in the competitive obesity-drug market.
Significance of the Acquisition
The acquisition of Metsera is highly strategic due to its innovative obesity and metabolic disorder therapies. Industry analysts note that control over these treatments offers a competitive advantage in a rapidly growing market where pharmaceutical companies are vying for leading positions.
Legal and Regulatory Implications
The lawsuit raises important questions about corporate governance and antitrust compliance in biotech acquisitions. Regulators may closely examine the transaction to ensure fair practices, potentially influencing the timing and structure of the deal.
Market and Shareholder Considerations
Shareholders of Metsera are closely watching developments, as the outcome could affect stock valuations and investor confidence. Additionally, both Pfizer and Novo Nordisk must navigate potential delays or conditions imposed by regulators during the acquisition review process.
Looking Ahead
As the legal proceedings continue, the resolution of this lawsuit will set precedents for future biotech mergers and acquisitions. Stakeholders from investors to industry competitors are monitoring the case to understand its broader implications on strategic corporate decisions.
