NEW YORK CITY — Pfizer filed a second lawsuit on Monday, accusing Danish drugmaker Novo Nordisk of structuring its US$9 billion (RM37.81 billion) bid for Metsera to stall the entry of the biotech firm's treatments into the obesity drug market, rather than being aimed at closing a deal.
Novo and Metsera rejected Pfizer's claims, which were a dramatic escalation in the fight for control of the biotech startup. A judge will analyse the complaints on Tuesday.
Pfizer agreed to pay up to US$7.3 billion (RM30.67 billion) for Metsera — which is developing next-generation obesity drugs — in September, after a months-long private bidding war with Novo.
Metsera rejected Novo's offer six times, saying that Novo already had a large share of the market and could face antitrust scrutiny. But last week, after Novo's top investor overhauled the board, the Danish company launched a new unsolicited rival bid.
In a surprising move, Metsera said Novo's offer was superior and gave Pfizer until Tuesday to submit a higher bid.
That prompted Pfizer to sue Metsera's board and Novo in Delaware's Court of Chancery on Friday, and then to file an antitrust lawsuit against Novo in Delaware federal court on Monday.
The state court case was assigned to Vice Chancellor Morgan Zurn, who scheduled a hearing for Tuesday morning.
Metsera accused Pfizer of gaming the schedule by not suing sooner, when it knew of Novo's bid on October 25, and of trying to drive down its takeover price. The company, in a statement, described Pfizer's allegations as "nonsense," adding that it will respond to the claims in court.
On Monday, Novo said it closely adhered to all of the restrictions under the Pfizer merger agreement.
"We are confident that the facts and the law are on our side. Pfizer’s suggestion that Novo Nordisk would impair or potentially stop an emerging United States (US) competitor is absurd and not based on facts, common sense, or market realities," it said in a statement.
Metsera is developing a new obesity drug that would have the benefit of monthly injections versus weekly injections required for wildly popular Wegovy from Novo and Eli Lilly's Zepbound and Mounjaro.
Pfizer is betting on Metsera to help it enter an obesity market some analysts forecast could soon reach US$150 billion (RM630.1 billion) annually.
Metsera is working on experimental therapies analysts say could generate US$5 billion (RM21 billion) in sales.
Pfizer says Novo aims to delay competition
Pfizer's second complaint, filed in the US District Court in Delaware on Monday, alleges that Novo Nordisk is using a 30-month "outside date" — the period before either party can terminate the merger — to delay Metsera’s entry into the market for obesity drugs that target the GLP-1 protein, currently dominated by Novo and Lilly.
Novo rejected that allegation, saying it would use its expertise "to accelerate the successful commercialisation of these assets to the benefit of patients in the US and beyond."
Pfizer said its own deal with Metsera had a nine-month timeline and received early termination of antitrust review on October 31.
Pfizer claims Novo Nordisk's bid is not a genuine acquisition attempt but a strategic manoeuvre to block Metsera from advancing its drugs in development and preserve Wegovy and Ozempic's market share.
In the suit, Novo is accused of offering Metsera shareholders US$6.5 billion (RM27.31 billion) upfront — before regulatory review — and tying the company to restrictive covenants that delay or prevent clinical progress.
“Something is clearly rotten in the state of Denmark,” Pfizer wrote in its complaint — a pointed reference to William Shakespeare’s Hamlet that underscores the company’s view of Novo's motives following a recent board purge by its controlling shareholder.
Metsera shares fell 3.7 per cent on Monday, closing at US$60.73. Pfizer shares ended flat, while Novo shares fell less than one per cent.
