Pfizer announced late last week that is has filed a lawsuit against Metsera and Novo Nordisk, alleging breach of obligations under a merger agreement between Pfizer and the clinical-stage biotechnology company. The lawsuit, filed in the Delaware Court of Chancery, comes after an ongoing bidding war between the two pharmaceutical giants over Metsera.
“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,” Pfizer said in a statement. “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 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 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 matter. Pfizer seeks all appropriate remedies, including injunctive relief and damages, to address what it says is the harm caused by Metsera’s and Novo Nordisk’s conduct and to ensure that the terms of the merger agreement are fully enforced.
“Metsera’s and its directors’ actions, as well as those of Novo Nordisk, are in clear violation of their respective contractual and legal obligations,” the statement said. “We are confident in the merits of our case and look forward to presenting it to the court.”
Metsera countered the allegations in a statement of its own.
"Pfizer is trying to litigate its way to buying Metsera for a lower price than Novo Nordisk,” it said. “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."
Novo Nordisk also challenged the allegations.
“Pfizer’s baseless claims that Novo Nordisk intends to suppress innovation through our offer is false and without merit,” Ambre James Brown, vice president of global media, told Becker’s Hospital Review, calling the antitrust complaint “a highly unusual and seemingly desperate approach.”
Although Metsera currently has no products on the market, it is developing oral and injectable treatments, including for obesity and diabetes.
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