Pfizer’s attempt to block Novo Nordisk’s takeover bid for Metsera has been shot down by a Delaware judge.
The judge declined Pfizer’s request for a temporary restraining order, allowing Novo’s up to $10 billion offer for obesity biotech Metsera to proceed.
In response to the November 5 ruling, Pfizer issued a statement in which it said: “Today’s decision does not address the merits of the underlying legal issues raised, and Pfizer intends to continue to pursue its claims vigorously through the ongoing litigation process as well as in its parallel antitrust litigation pending in Delaware federal court.”
“We are confident that Novo Nordisk’s unprecedented and illegal scheme to circumvent antitrust scrutiny will not stand,” Pfizer said.
“We believe that antitrust regulators in the US and elsewhere around the world will not tolerate Novo Nordisk’s flagrant attempt to make an end run around the antitrust laws and potentially gain the ability to quash an emerging competitor.”
US-based Metsera is developing next-generation therapies targeting obesity and related metabolic conditions. Analysts estimate its pipeline could generate multi‐billion-dollar sales.
Novo Nordisk, already a dominant player in the GLP-1 weight loss and diabetes drug market (with drugs like Wegovy and Ozempic), submitted an unsolicited bid for Metsera valued at around $8.5 billion to $10 billion.
Pfizer had previously struck a deal with Metsera in September valued at approximately $7.3 billion, only to have Novo’s counteroffer disrupt the agreement.
Pfizer argued that Novo’s bid was designed to “capture and kill” Metsera’s potential as an emerging competitive force in the obesity drug market, asserting that Novo’s dominant position meant the deal raised antitrust risks.
Metsera was open to Novo’s offer, calling it “superior” to Pfizer’s.
Pfizer then proceeded to file two lawsuits against both Novo and Metsera. The first lawsuit claimed “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 second lawsuit revolves around antitrust and anticompetitive laws, with Pfizer alleging Novo’s bid as an “illegal attempt” to suppress competition.
The pharma giant also pointed to the US Federal Trade Commission (FTC)’s letter to Novo and Metsera raising concerns about the proposed deal structure, particularly the large upfront payment that could reduce Metsera’s incentive to continue development independently.
Despite these concerns, Delaware’s Court of Chancery found that Pfizer did not show sufficient basis for halting the deal at this stage, meaning Novo’s bid can move forward while legal and regulatory issues continue to unfold.
In recent days, Novo upped its bid to a potential $10 billion.
Meanwhile, Pfizer, signaling its intent to stay in the race, raised its own offer to up to $8.1 billion. In a statement on Tuesday, Metsera described Novo’s revised proposal as “superior.”
For Novo, the move is a major bet to shore up its future pipeline and maintain leadership in the obesity treatment space, which is projected to become a $150 billion-plus market in the coming years.
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