Pfizer Inc. issued a firm response following a ruling by the Court of Chancery of the State of Delaware that denied Pfizer’s request for a temporary restraining order to block Metsera, Inc. from terminating its merger agreement and accepting a competing proposal from Novo Nordisk A/S. In the statement released on November 5, 2025, Pfizer reiterated its confidence in the strength of its claims that Metsera breached contractual obligations and that its board failed to act in the best interests of shareholders.
Pfizer emphasised that the court’s decision does not address the substantive legal merits and that it remains committed to pursuing its claims both in the Delaware Chancery Court and in parallel antitrust litigation in federal court. The company accused Novo Nordisk of executing an “unprecedented and illegal scheme” designed to circumvent antitrust scrutiny and argued that the deal with Metsera is “illusory” and cannot qualify as a superior proposal under the original merger terms.
Further, Pfizer pointed to a letter from the Federal Trade Commission which it says underscores regulators’ concerns regarding the deal structure. According to Pfizer, the FTC’s warning to Metsera and Novo Nordisk reveals that proceeding with the transaction could lead to the deal being unwound, money refunded, liability imposed on the parties and their directors, and daily civil penalties. Pfizer asserted that it stands ready to enforce its rights under the existing agreement, claiming that its path offers shareholders near-term value and positions Metsera’s promising programs within a broadly capable company geared to compete in the obesity-treatment market.
In its statement, Pfizer also issued a forward-looking disclosure, highlighting the various risks that could impact the transaction and litigation outcomes. These include the possibility that the acquisition fails to close, that regulatory or legal hurdles delay or derail it, that competing offers emerge, or that anticipated synergies and benefits do not materialise. Pfizer concluded by reminding investors and stakeholders that forward-looking statements speak only as of the date they are made and that it has no obligation to update them unless required by law.
Overall, Pfizer’s response signals a determined legal and strategic posture: despite the setback in the Delaware court, the company plans to vigorously defend its position, maintain pressure on Metsera and Novo Nordisk, and leverage its merger agreement as the best avenue for creating value for shareholders and ensuring competitive positioning in the obesity-medication space.
