Overview
- Delaware Vice Chancellor Morgan Zurn denied Pfizer’s bid to block Metsera from pivoting to Novo, finding the board could deem Novo’s higher offer superior.
- The FTC warned in a Nov. 4 letter that Novo’s two-step approach may transfer significant rights before premerger review and could constrain Metsera’s ability to compete.
- Novo said the structure complies with antitrust laws and that it is in constructive dialogue with the FTC on the issues raised.
- Pfizer said it will keep pursuing its claims in Delaware and federal court and, according to reporting by the Financial Times and Semafor, is preparing further bids, with the FT reporting it has matched $10 billion.
- Novo’s proposal includes upfront payment for non-voting preferred shares, a special dividend, and contingent value rights, while Pfizer’s earlier agreement had already received FTC clearance.