Pfizer has lived up to its threat of taking legal action to prevent Metsera from slipping out of its grasp, but the obesity biotech also seems up for the fight.
Last Thursday brought the bombshell news that Novo Nordisk had made a fresh play to buy the biotech, despite Pfizer having announced over a month ago its own planned acquisition of Metsera for $4.9 billion, with a further $2.4 billion also on the table in relation to certain milestones.
Novo threw a curveball into proceedings by offering Metsera shareholders an equity value of $6.5 billion for the biotech, with another $2.5 billion tied to milestones. In response to that shock offer Thursday, Pfizer threatened to “pursue all legal avenues” to prevent Metsera from taking up Novo’s “reckless and unprecedented proposal.”
By Friday afternoon, Pfizer was living up to its threat, filing a lawsuit against both Metsera and Novo Nordisk in the Delaware Court of Chancery that accuses the companies of “breach of contract, breach of fiduciary duty, and tortious interference in contract arising.”
“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 claimed in its summary of the lawsuit’s contents.
A key plank in Pfizer’s argument is that—despite offering significantly more money upfront—Novo’s proposal can’t be considered “superior” because a deal with the Danish pharma is “not reasonably likely to be completed on the terms proposed in light of the significant regulatory risk of the proposal.”
To back up this argument, Pfizer announced earlier Friday afternoon that it had secured early clearance from the U.S. Federal Trade Commission for the deal’s waiting period to come to an end. The 30-day waiting period had originally been due to expire on the coming Friday, Nov. 7.
As Pfizer sees it, its planned acquisition of Metsera is now ready to go ahead once the biotech’s stockholders have gathered for their Nov. 13 meeting.
In the meantime, the U.S. pharma has filed a motion requesting a temporary restraining order to block Metsera from pulling out of its agreement with Pfizer, which would allow the drugmaker “time to be heard on this important matter.”
The Big Pharma claimed 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,” Pfizer added in its Oct. 31 release. “We are confident in the merits of our case and look forward to presenting it to the court,” Pfizer added in its Oct. 31 release.
On Monday morning, Pfizer opened another front of its legal battle, filing a second lawsuit against Metsera and Novo in the District Court for the District of Delaware. The newest lawsuit is centered on the allegation that Novo's bid “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.“
In its response Monday, Metsera said 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,” the biotech added in its statement. “Pfizer’s litigation arguments are nonsense, and Metsera will address them in court.”
The biotech had previously described Novo’s offer as “superior,” explaining that, combined with the related milestone payments, it would reach an equity value of about $9 billion.
With no recourse in sight, it means the legal proceedings are shaping up to be one of the most high-profile legal battles in recent pharma history.
The confrontation comes at a sensitive moment for both Big Pharmas. For Pfizer, it threatens to upend the company’s high-profile return to the obesity space after a series of clinical setbacks cleared out its original weight loss portfolio.
For Novo, it marks the boldest move yet for recently appointed CEO Maziar Mike Doustdar. In response to a slowdown in sales growth for its blockbuster obesity drug Wegovy, Doustdar has already announced plans to lay off about 9,000 employees worldwide and shutter the company’s cell therapy R&D work.
At stake is Metsera’s obesity pipeline, led by MET-097i, a phase 2b injectable GLP-1 receptor agonist that could support monthly dosing. The biotech’s clinical-phase pipeline also features a monthly injectable amylin analog, which could be combined with MET-097i, and an oral GLP-1 that is designed to drive more weight loss than small molecules and avoid the scalability challenges of other oral peptides.
Editor's note: This story was updated at 12:30 p.m. ET on Monday, Nov. 3, to include Metsera's most recent statement.