Pfizer sues to block Novo Nordisk's Metsera takeover bid

Pfizer has filed a lawsuit against Novo Nordisk and Metsera in an attempt to force through its takeover of the weight-loss drug developer and prevent Novo Nordisk from taking its rival bid forward.

The lawsuit – filed in the Delaware Court of Chancery – is claiming "breach of contract, breach of fiduciary duty, and tortious interference" as a result of Novo Nordisk's unsolicited offer for Metsera.

Novo Nordisk's bid last week of up to $9 billion is attempting to break an already-agreed September deal between Pfizer and Metsera's board that would have a value of up to $7.3 billion.

As Pfizer launched its legal opposition, the company also confirmed that its deal had been cleared by the US financial regulator, the Federal Trade Commission, around a week earlier than expected.

Pfizer has said that, despite its higher bid, Novo Nordisk cannot be said to have made a "superior proposal" as it has a real risk of being opposed by financial regulators, given Novo Nordisk's already-strong presence in the weight-loss therapy market with GLP-1 agonist Wegovy (semaglutide).

For its part, Pfizer has suffered a series of false starts with its homegrown obesity drugs, including toxicity issues, that forced it to look externally for candidates. Metsera fits the bill, having two drugs – GLP-1 agonist MET-097i and amylin analogue MET-233i – that offer less frequent dosing than current drugs and are poised to start phase 3 trials.

Novo Nordisk's bid is seen as an acknowledgement that it is at risk of falling behind its rivals in the obesity category, particularly Eli Lilly, after being the dominant player in the last few years.

In its complaint, Pfizer also said the FTC clearance means that all regulatory approvals for its takeover deal have now been obtained and it is now ready to complete the deal shortly after a meeting of Metsera's shareholders, scheduled for 13th November, that will put its offer to a vote.

"The proposed Novo Nordisk transaction is an illegal attempt by a company with a dominant market position to suppress competition and uses an unprecedented structure designed to deliberately evade antitrust review," its lawsuit claims.

"Metsera's board previously determined that Novo Nordisk's prior proposal with an identical structure posed unacceptable regulatory risks, and these risks have not changed," it adds.

Metsera and Novo Nordisk have not yet responded publicly to news of Pfizer's legal challenge.

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