Pfizer slams Delaware court ruling on Novo bid for Metsera

A Delaware vice chancellor on Wednesday refused Pfizer (NYSE: PFE) emergency bid for a temporary restraining order to block Metsera (Nasdaq: MTSR) from closing a now $10 billion competing bid by Novo Nordisk (NOV: N) for the GLP-1 weight-loss drugmaker, saying that Pfizer has not demonstrated Metsera's board acted in bad faith or that the company would suffer immediate irreparable harm.

In response, the US pharma giant issued a statement challenging the decision, saying: “We remain confident in the merits of our claims and our belief that Metsera has acted in breach of its contractual obligations and that Metsera’s directors have breached their obligations to act in the best interest of Metsera’s shareholders. 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. Novo Nordisk’s proposal is illusory and cannot constitute a superior proposal under the terms of our merger agreement with Metsera.

“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. The FTC’s letter yesterday to both Metsera and Novo Nordisk undermines their assertions that their transaction structure is legal and faces little risk, citing precedent cases with similar structures that were deemed illegal under the HSR Act and could constitute illegal gun jumping. Importantly, the FTC has warned Metsera and Novo Nordisk that proceeding with the transaction could result in the unwinding of the transaction, including a refund of any money paid to Metsera, liability to the companies and their directors, as well as daily civil penalties.