Pfizer Accuses Novo Nordisk Of Antitrust Violations In Metsera Takeover Battle

On Friday, Pfizer Inc. (NYSE:PFE) filed a lawsuit against Metsera, Inc. (NASDAQ:MTSR), its Board of Directors, and Novo Nordisk (NYSE:NVO) in a Delaware Court.

The 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 between Pfizer and Metsera.

In September, Pfizer agreed to acquire Metsera for $47.50 per share in cash, representing an enterprise value of approximately $4.9 billion.

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Last week, Metsera received an unsolicited acquisition proposal from Novo Nordisk valued at around $9 billion.

Pfizer alleges that the Novo Nordisk offer cannot qualify as a "Superior Company Proposal", including because, relative to the Pfizer deal, the Novo Nordisk transaction is not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal.

The U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to Pfizer's pending acquisition of Metsera.

All regulatory approvals for Pfizer's acquisition of Metsera have been obtained, and Pfizer is ready to complete the transaction shortly after the Metsera stockholder meeting on November 13.

The termination of the waiting period under the HSR Act satisfies the regulatory review requirements under the previously announced proposed acquisition of Metsera, which was set to expire on November 7.

The lawsuit alleges the proposed Novo Nordisk transaction is an illegal attempt by a company with a dominant market position to suppress competition and uses an unprecedented structure designed to evade antitrust review deliberately.

Metsera's Board previously determined that Novo Nordisk's prior proposal with an identical structure posed unacceptable regulatory risks, and these risks have not changed.

The lawsuit also alleges that the proposed special dividend contemplated by Novo Nordisk's proposal is a violation of Delaware law.

Pfizer has filed a motion requesting that it issue a temporary restraining order to block Metsera from terminating the merger agreement to allow Pfizer time to be heard.

NVO Price Action: Novo Nordisk shares were down 0.30% at $49.31 at the time of publication on Monday, according to Benzinga Pro data.

PFE Price Action: Pfizer shares were up 0.12% at $24.68 at the time of publication on Monday, according to Benzinga Pro data.

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