Biotech Values

[DewDiligence]

PFE sues MTSR/NVO to block merger:

https://www.businesswire.com/news/home/20251031742790/en/Pfizer-Files-Lawsuit-Against-Metsera-and-its-Directors-and-Novo-Nordisk-for-Breach-of-Merger-Agreement

Pfizer Inc. today announced that it has filed a lawsuit against Metsera, Inc., its Board of Directors, and Novo Nordisk, S.A. in the Delaware Court of Chancery. The lawsuit asserts claims for breach of contract, breach of fiduciary duty, and tortious interference in contract arising from Metsera’s breach of its obligations under the merger agreement between Pfizer and Metsera.

Pfizer alleges that the Novo Nordisk offer cannot qualify as a “Superior Company Proposal” under the terms of the merger agreement, including because, relative to the Pfizer deal, the Novo Nordisk transaction is not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal. By contrast, today the U.S. Federal Trade Commission granted early termination of the waiting period under… Hart-Scott-Rodino …with respect to Pfizer’s pending acquisition of Metsera. All regulatory approvals in respect of Pfizer’s acquisition of Metsera have been obtained, and Pfizer is ready to complete the transaction shortly following the Metsera stockholder meeting on November 13.

Plainly, the one-week-early FTC clearance for the PFE-MTSR merger (#msg-176890987) was not happenstance!

If the Chancery Court agrees with PFE’s contention that NVO’s offer does not qualify as “superior,” then PFE may be able to close the deal without raising its offer. In any event, a temporary injunction from the Chancery Court greatly increases PFE’s leverage.