Overview
- Pfizer filed a federal lawsuit in the U.S. District Court for the District of Delaware naming Metsera, Novo Nordisk, and Metsera’s controlling stockholders as defendants.
- The complaint alleges violations of Section 7 of the Clayton Act and Sections 1 and 2 of the Sherman Act, claiming Novo’s offer aims to capture and shut down a nascent GLP-1 competitor.
- Pfizer is simultaneously pursuing a Delaware Chancery case and a temporary restraining order to prevent Metsera from terminating their signed $47.50-per-share agreement.
- Pfizer notes the FTC granted early termination of the HSR waiting period for its deal, while Novo says its rival offer raises no antitrust issues and describes the field as intensely competitive.
- Novo’s higher, two-step proposal with a special-dividend component is at the center of the dispute, with Pfizer arguing the structure cannot qualify as a superior proposal as the Nov. 13 vote nears.