Regulatory Greenlight and Imminent Merger Deadline
Pfizer said the merger was on track to close imminently, noting it received early clearance from the Federal Trade Commission—ahead of its scheduled Nov. 7 antitrust deadline.
A shareholder vote is set for Nov. 13, with the deal expected to close within three business days afterward.
But on Oct. 25, Novo Nordisk unveiled its counteroffer to acquire interests in Metsera. The next day, Metsera’s board declared the $9 billion bid a “superior company proposal” and gave Pfizer four business days to respond.
Pfizer fired back in court, insisting Novo Nordisk’s proposal “does not, and cannot” qualify as such, citing regulatory risks, Delaware law violations, and an alleged breach of contract.
Pfizer Alleges Corruption and Collusion
The lawsuit claims Metsera’s board members switched allegiance only after securing broad indemnification from Novo Nordisk for their conduct—essentially protecting themselves before abandoning Pfizer.
Pfizer argues the proposal was crafted to evade review under the Hart-Scott-Rodino Antitrust Act and that it “requires a dividend that will be illegal under Delaware law.”
“This is a brazen attempt to induce Metsera’s board and controlling shareholders to breach their obligations,” the complaint states.
