Pfizer has filed two separate lawsuits in an effort to stop Novo Nordisk’s unsolicited bid to acquire obesity biotech Metsera.
Pfizer has filed a second lawsuit in the Metsera-Novo Nordisk battle alleging an “anticompetitive conspiracy.” This time, Pfizer has brought the lawsuit against Novo, Metsera and the biotech’s lead shareholders, which include two venture funds operated by prominent biotech investor ARCH Venture Partners and others.
In the new suit, also filed in the Delaware Court of Chancery, Pfizer alleges that the rival proposal to acquire Metsera “constitutes an anticompetitive action by Novo Nordisk to protect its dominant market position in GLP-1s by capturing and killing a nascent American competitor before it gains the support of Pfizer, one of America’s leading pharmaceutical companies.” Pfizer has specifically cited a violation of the Clayton Antitrust Act.
The New York pharma said that Metsera’s stockholders “conspired with Metsera and Novo Nordisk in furtherance of these anticompetitive activities.” Named in the suit are Validae Health, Population Health Partners GP, ARCH Venture Fund XII and ARCH Venture Fund XIII.
"[Pfizer] is taking this action to preserve and enhance competition in this important therapeutic area and to stop Novo Nordisk from illegally paying off Metsera and its controlling stockholders to gain control of, and impair and potentially kill, an emerging U.S. competitor. Metsera’s and its controlling stockholders’ actions, as well as those of Novo Nordisk, are in clear violation of the antitrust laws. We are confident in the merits of our case and look forward to presenting it to the court,” the company said in a Nov. 3 release.
As part of the rival bid, which totals about $8.5 billion, Novo has offered to pay Metsera’s $190 million termination fee to end the deal with Pfizer.
Metsera responded on Monday morning, promising to fight the allegations.
“Pfizer is trying to litigate its way to buying Metsera for a lower price than Novo Nordisk. Metsera’s Board of Directors will continue to stand firm on behalf of shareholders and patients. Pfizer’s litigation arguments are nonsense, and Metsera will address them in court.”
Pfizer filed the initial lawsuit on Friday, seeking to have the court pause Metsera from terminating the existing offer.
Editor’s Note: This story was updated at 2 p.m. ET on November 3 to add a statement from Metsera.
Pfizer, As Promised, Sues To Stop Novo’s Rival Metsera Bid
Originally published at 8:18 a.m. ET
Pfizer is taking both Novo Nordisk and Metsera to court after the Danish giant submitted an $8.5 billion rival bid for the obesity biotech last week.
Novo’s unsolicited buyout proposal, which Metsera has determined to be “superior” to Pfizer’s offer, amounts to “tortious interference” and is a move by a dominant obesity drugmaker “to suppress competition,” Pfizer said in a press announcement late on Friday.
Pfizer additionally claims that Novo’s proposed takeover of Metsera “uses an unprecedented structure designed to deliberately evade antitrust review.” The deal is unlikely to ever close as currently written due to regulatory risks, the New York-based pharma added.
Pfizer in late September announced an agreement to acquire Metsera for $4.9 billion upfront with a contingent value right (CVR) that brought the potential total to $7.27 billion. Securities documents released in the subsequent days, however, showed that the bidding war over Metsera was fierce, and that Pfizer’s proposal was by no means the highest.
One suitor in particular, had a better offer, valuing Metsera at $87 per share, inclusive of a CVR—far above Pfizer’s final $70-per-share price. However, this particular bidder was weighed down by what Metsera called “regulatory risks” that could ultimately endanger the proposed acquisition. The biotech did not detail what these risks were in its proxy filing, however cautioning that they could push back the consummation of the takeover “by up to 24 months.”
The risky suitor turned out to be Novo. “Metsera’s board previously determined that Novo Nordisk’s prior proposal . . . posed unacceptable regulatory risks,” Pfizer said on Friday. “These risks have not changed.” Meanwhile, the FTC has already given its blessing to Pfizer’s proposal, according to the pharma.
Still, Metsera seems to be seriously considering Novo’s new rival offer, even though the $77.75-per-share purchase price is below what was offered during the bidding war. While Metsera conceded that Pfizer’s proposal “remains in effect,” the biotech maintained that Novo’s bid is “superior.” Pfizer was given four days to negotiate.
Pfizer disagreed, firing back on Thursday and claiming that Metsera had no right to start the four-day countdown, insisting that Novo’s proposal is “illusory and cannot qualify as a superior proposal.” Pfizer, which vowed to take the matter to court last week, has now alleged that Metsera and its directors “have breached their fiduciary duties” by entertaining the Novo offer.
“Metsera’s and its directors’ actions, as well as those of Novo Nordisk, are in clear violation of their respective contractual and legal obligations,” Pfizer said.
Pfizer has asked the Delaware Court of Chancery to temporarily block Metsera from terminating the merger agreement to allow for the matter to be heard.
