NEW YORK CITY (dpa-AFX) - Pfizer Inc. (PFE) has filed a lawsuit in the Delaware Court of Chancery against Metsera Inc., its Board of Directors, and Novo Nordisk S.A., alleging breach of contract, breach of fiduciary duty, and tortious interference related to Metsera's attempt to exit its existing merger agreement with Pfizer.
Pfizer had agreed to acquire Metsera for up to $7.3 billion, a deal that has now cleared all regulatory hurdles, including early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. With approvals in hand, Pfizer is prepared to close the transaction shortly after Metsera's shareholder vote on November 13, 2025.
However, Metsera has recently expressed interest in a competing bid from Novo Nordisk, valued at up to $9 billion-a proposal that Pfizer argues does not meet the criteria for a 'Superior Company Proposal' under the terms of their existing merger agreement.
Pfizer argues that Novo Nordisk's bid carries significant regulatory risks and is unlikely to be completed due to its structure, which allegedly aims to bypass antitrust scrutiny.
The lawsuit further accuses Novo Nordisk of attempting to suppress competition through an 'unprecedented and unlawful' transaction structure. Pfizer also challenges the legality of a special dividend proposed by Novo Nordisk, claiming it violates Delaware law. Additionally, Pfizer asserts that Metsera's Board breached its fiduciary duties by securing indemnification from Novo Nordisk to protect themselves from liability tied to their conduct.
Pfizer has requested a temporary restraining order to prevent Metsera from terminating the merger agreement, stating: 'We are taking this action to enforce and preserve our rights under the merger agreement. The actions of Metsera, its Directors, and Novo Nordisk are in clear violation of their contractual and legal obligations. We are confident in the merits of our case and look forward to presenting it to the Court.'
Pfizer seeks injunctive relief and damages to uphold the merger terms and address the alleged misconduct.
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