Pfizer has filed a lawsuit against Metsera, its board of directors and Novo Nordisk in a Delaware court for claims arising from what Pfizer is calling a breach of the merger agreement with Metsera.
In September, Pfizer announced that it had entered into a definitive agreement to acquire Metsera, picking up a portfolio of differentiated oral and injectable incretin, non-incretin and combination therapy candidates. Pfizer’s bid, which included upfront payments and milestones, was worth up to $7.3 billion.
A few days ago, obesity med giant Novo Nordisk submitted an unsolicited proposal to acquire Metsera, with a total deal value of $9 billion. Metsera’s board determined that the Novo bid constituted a "superior company proposal" as defined in Metsera's existing merger agreement with Pfizer, triggering a four-day period during which Pfizer has the right to negotiate with Metsera.
Now, Pfizer’s lawsuit asserts claims for breach of contract, breach of fiduciary duty, and tortious interference in contract arising from Metsera’s breach of its obligations under the merger agreement. Pfizer alleges that the Novo offer cannot qualify as a “superior company proposal” because the transaction is not reasonably likely to be completed due to the significant regulatory risk, calling the proposal “an illegal attempt by a company with a dominant market position to suppress competition.” By contrast, all regulatory approvals in respect of Pfizer’s acquisition of Metsera have been obtained, and Pfizer is ready to complete the deal following the Metsera stockholder meeting on November 13.
Pfizer says the company is confident in the merits of its case and looks forward to presenting it in court.