Pfizer Sues Metsera and Novo Nordisk to Enforce Deal After Novo’s Higher Bid

Overview

• Pfizer filed suit in Delaware alleging Metsera breached the merger agreement by declaring Novo Nordisk’s unsolicited proposal superior and preparing to terminate.
• Pfizer seeks a temporary restraining order, wants a Nov. 13 shareholder vote to proceed, and notes it has until Nov. 4 to improve its offer.
• Novo Nordisk proposed $56.50 per share in cash plus up to $21.25 per share in milestones, structured with cash at signing for non-voting preferred shares covering 50% of Metsera’s equity and contingent value rights at closing.
• Novo Nordisk and Metsera rejected Pfizer’s allegations, with Novo calling them unfounded and Metsera saying it will respond in court.
• The dispute focuses on Metsera’s long-acting amylin obesity drugs and follows U.S. antitrust officials granting early termination of the Hart‑Scott‑Rodino waiting period for Pfizer’s deal.