In a dramatic escalation of a high-stakes biopharma showdown, Pfizer Inc. has filed suit in Delaware Chancery Court to stop Metsera from backing out of their multibillion-dollar merger, accusing Novo Nordisk of orchestrating an “old-fashioned bribe” to derail the deal and crush future competition in the booming weight-loss drug market.
Pfizer’s lawsuit, filed Friday—the same day it received early antitrust clearance for the acquisition—alleges Metsera breached its merger agreement, that its directors violated fiduciary duties, and that Novo Nordisk engaged in tortious and anticompetitive interference.
Pfizer: Novo Nordisk’s $9B Offer Is a “Catch and Kill” Scheme
According to the complaint, Pfizer struck a deal in September to acquire Metsera for up to $7.3 billion, including $4.9 billion in cash and contingent payments worth an additional $22.50 per share. Just as the merger appeared set to close, Novo Nordisk—maker of Ozempic and Wegovy—swooped in with a $9 billion buyout proposal that Pfizer says was meant to sabotage the merger.
Pfizer’s filing paints the rival’s offer as a “plot to catch and kill Metsera before Pfizer can nurture its products into healthy competition.”
The pharma powerhouse asserts Novo Nordisk’s move is “virtually unprecedented and unlawful,” and that it cannot legally qualify as a “superior company proposal.”
“It’s an illegal transaction that cannot be completed on its terms,” Pfizer claimed, adding that Novo’s offer is “nothing more than a bribe” aimed at suppressing a rival’s innovation pipeline.
