PFE's PR about NVO's counter-offer sounds desperate at first glance, but: The structure of NVO's offer—which involves directly paying MTSR shareholders, prior to regulatory clearnce for the deal, in return for NVO's acquiring preferred stock in MTSR—is unprecedented in the biotech arena, AFAIK. This deal structure could be construed as an attempt by NVO to circumvent the authority of antitrust regulators.