Pfizer Inc. announced that it has filed a lawsuit against Metsera, Inc., its Board of Directors, and Novo Nordisk, S.A. in the Delaware Court of Chancery. The lawsuit includes claims for breach of contract, breach of fiduciary duty, and tortious interference in contract arising from Metsera’s alleged breach of its obligations under the merger agreement between Pfizer and Metsera.
According to Pfizer, Novo Nordisk’s offer does not qualify as a “Superior Company Proposal” under the terms of the merger agreement, citing significant regulatory risks compared to Pfizer’s deal. Pfizer noted that the U.S. Federal Trade Commission has already granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its proposed acquisition of Metsera. All required regulatory approvals for Pfizer’s acquisition have been obtained, and the company stated it is ready to complete the transaction shortly after Metsera’s stockholder meeting on November 13.
Pfizer’s lawsuit contends that the proposed Novo Nordisk transaction represents an illegal attempt by a dominant market player to suppress competition, using a structure designed to evade antitrust review. The filing claims that Metsera’s Board had previously deemed a similar Novo Nordisk proposal as posing unacceptable regulatory risks, which remain unchanged. Pfizer further alleges that the proposed special dividend under Novo Nordisk’s offer violates Delaware law and that Metsera’s Directors breached their fiduciary duties by securing an indemnification provision from Novo Nordisk to protect themselves against potential unlawful conduct.
Pfizer has also filed a motion seeking a temporary restraining order to prevent Metsera from terminating the merger agreement until the court has heard the case. The company stated it is “taking this action to enforce and preserve its rights under the merger agreement,” adding that it is confident in the merits of its case.
Pfizer is seeking injunctive relief and damages to address the alleged harm caused by Metsera’s and Novo Nordisk’s actions and to ensure enforcement of the merger agreement’s terms.
The company cautioned that the lawsuit and proposed acquisition involve significant risks and uncertainties, including the potential impact of Novo Nordisk’s proposal, the outcome of the litigation, regulatory approvals, market effects, and other business factors.
