Pfizer (PFE) Stock: Company Files Lawsuits Against Novo Nordisk Over $7 Billion Metsera Deal

TLDR

• Pfizer filed two lawsuits against Novo Nordisk claiming the Danish drugmaker’s $9 billion Metsera bid is designed to delay competition rather than close a deal
• Novo’s proposal includes a 30-month closing period compared to Pfizer’s nine-month timeline, which Pfizer says would stall Metsera’s obesity drug development
• Metsera’s board declared Novo’s offer superior after a shareholder-driven board overhaul, giving Pfizer until Tuesday to submit a higher bid
• Metsera rejected Pfizer’s litigation as an attempt to lower the acquisition price and called the allegations “nonsense”
• A Delaware judge will hear Pfizer’s complaints on Tuesday as the bidding war escalates over the biotech developing monthly injectable obesity treatments

Pfizer escalated its fight for Metsera on Monday by filing two separate lawsuits against Novo Nordisk. The legal action targets the Danish company’s competing $9 billion bid for the biotech startup.

The New York-based drugmaker agreed to pay up to $7.3 billion for Metsera back in September. That agreement followed months of private bidding between Pfizer and Novo.

Metsera had turned down Novo’s advances six times before. The company cited antitrust concerns and Novo’s existing market position as deal-breakers.

Pfizer Inc., PFE

Everything shifted last week when Novo’s largest investor restructured Metsera’s board. The Danish drugmaker then submitted a fresh unsolicited offer worth $9 billion.

Metsera’s new board called Novo’s bid superior. Pfizer received a Tuesday deadline to counter with a higher offer.

Instead of sweetening its bid right away, Pfizer went to court. The company filed in Delaware’s Court of Chancery on Friday and added a federal antitrust case on Monday.

Pfizer Challenges Timeline and Intent

Pfizer’s core argument focuses on the proposed 30-month closing period in Novo’s offer. The lawsuit contends this extended timeline would prevent Metsera from bringing its obesity treatments to market.

Pfizer’s original agreement included just a nine-month closing window. The company already cleared one regulatory hurdle when it received early termination of antitrust review on October 31.

The federal complaint alleges Novo isn’t making a legitimate acquisition attempt. Pfizer characterizes the bid as a calculated move to keep Metsera’s drugs off the market.

Court filings show Novo proposed $6.5 billion upfront to shareholders before any regulatory approval. Pfizer says the deal contains restrictive terms that would hamper Metsera’s clinical trials.

The Obesity Market Stakes

Pfizer sees Metsera as its entry ticket to the booming obesity drug market. Industry analysts project this sector could hit $150 billion in annual sales.

Metsera’s pipeline includes treatments requiring only monthly injections. Current bestsellers like Wegovy and Zepbound need weekly doses.

Analysts estimate Metsera’s experimental drugs could bring in $5 billion in sales. This explains why both pharmaceutical giants are fighting hard for the acquisition.

Pfizer claims Novo wants to protect its GLP-1 obesity drug franchise. The lawsuit argues the lengthy timeline would preserve Wegovy and Ozempic’s market dominance.

Defendants Fire Back

Metsera accused Pfizer of manipulating the legal calendar. The biotech notes Pfizer knew about Novo’s revised offer on October 25 but waited to file suit.

The biotech says Pfizer’s true goal is driving down the purchase price through legal pressure.

Novo Nordisk pushed back hard against the antitrust allegations. The company insisted it followed every restriction in Pfizer’s merger agreement.

Novo added it would use its commercial expertise to speed up Metsera’s drug development. The company framed itself as the better partner for bringing treatments to patients faster.

Vice Chancellor Morgan Zurn will hear arguments Tuesday morning. The hearing could determine whether Pfizer’s deal survives or if Novo’s higher bid prevails.

Pfizer shares closed flat on Monday. Metsera stock dropped 3.7% to $60.73.

Novo Nordisk shares dipped less than 1%. Pfizer received early termination of antitrust review for its Metsera deal on October 31.

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