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 the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 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.
As set out in the lawsuit, 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. 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. The lawsuit also alleges that the proposed special dividend contemplated by Novo Nordisk’s proposal is a violation of Delaware law and that the Metsera Directors have breached their fiduciary duties by, among other things, securing a self-interested indemnification provision from Novo Nordisk designed to cover their unlawful conduct.
Pfizer has filed a motion with the Court of Chancery requesting that it issue a temporary restraining order to block Metsera from terminating the merger agreement to allow Pfizer time to be heard on this important matter.
Pfizer said it “is taking this action to enforce and preserve its rights under the merger agreement. Metsera’s and its Directors’ actions, as well as those of Novo Nordisk, are in clear violation of their respective contractual and legal obligations. We are confident in the merits of our case and look forward to presenting it to the Court.”
Pfizer seeks all appropriate remedies, including injunctive relief and damages, to address the harm caused by Metsera’s and Novo Nordisk’s conduct and to ensure that the terms of the merger agreement are fully enforced.
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