Overview
- Pfizer filed a Delaware Chancery Court suit against Metsera, its directors, and Novo Nordisk alleging breach of contract, fiduciary breaches, and tortious interference, and it is seeking a temporary restraining order to prevent termination of the signed merger agreement.
- Pfizer says the FTC granted early termination of the HSR waiting period for its bid and that it is prepared to close shortly after a Nov. 13 Metsera stockholder meeting.
- Novo publicly proposed a two-step deal featuring an immediate special dividend paying $6.5 billion upfront and up to $9 billion overall, which Metsera determined was a “superior company proposal,” triggering a four-business-day response window for Pfizer.
- Pfizer argues Novo’s offer is not reasonably likely to be completed due to significant regulatory risk, asserts the structure aims to evade antitrust review, and claims the proposed special dividend violates Delaware law as the company also challenges an indemnification provision for Metsera directors.
- Metsera said it disagrees with Pfizer’s allegations and will address them in court, and reporters noted Novo had not immediately commented.