Pfizer files lawsuit alleging Novo Nordisk is plotting anti-competitive plot to delay Mesera acquisition

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(Reuters) – Pfizer filed a second lawsuit on Monday accusing Danish drugmaker Novo Nordisk of planning its $9 billion bid for Messera to delay the biotech company’s entry into the obesity treatment market rather than completing a deal.

Novo and Metsera on Monday rejected Pfizer’s claims, dramatically escalating the fight for control of the biotech startup. A judge is scheduled to analyze the complaint on Tuesday.

After a private bidding war with Novo that lasted several months, Pfizer agreed in September to pay up to $7.3 billion for Metsera, which is developing a next-generation obesity treatment.

Metsera has rejected Novo’s offers six times, saying Novo already has a large slice of the market and could be subject to antitrust scrutiny. But after Novo’s top investor reshuffled its board last week, the Danish company launched a new competitive bid.

Surprisingly, Metsera said Novo’s offer was superior and gave Pfizer until Tuesday to submit a higher bid.

As a result, Pfizer sued Mesera’s board and Novo in the Delaware Court of Chancery on Friday, and filed 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 criticized Pfizer. gambling When it learned of Novo’s bid on October 25, it canceled its schedule by not filing suit sooner and trying to lower the acquisition price. Pfizer said in a statement that Pfizer’s claims were “nonsense,” adding that it would respond in court.

On Monday, Novo said it had strictly complied with all restrictions under the Pfizer merger agreement.

“We are confident that the facts and the law are on our side,” Novo said in a statement. “Pfizer’s suggestion that Novo Nordisk would damage or potentially disrupt an emerging U.S. competitor is outrageous and not based on fact, common sense or market reality.”

Metsera is developing a new obesity drug that has the advantage of monthly injections compared to the weekly injections required for Novo and Eli Lilly’s Zepbound and Mounjaro’s very popular Wegovy.

Pfizer is investing to help Metsera enter the obesity market, which some analysts expect will soon reach $150 billion a year.

Metsera is researching an experimental treatment that analysts say could generate $5 billion in sales.

Pfizer and NOVO say they aim to delay competition

Pfizer’s second complaint, filed Monday in U.S. District Court in Delaware, alleges that Novo Nordisk is using the 30-month “best-period” – the period within which the parties can close the merger – to delay Mesera’s entry into the market for obesity drugs targeting the GLP-1 protein, which is currently dominated by Novo and Eli Lilly.

Novo dismissed the claims, saying it would use its expertise “to accelerate the successful commercialization of these assets for the benefit of patients in the U.S. and beyond.”

Pfizer said its own deal with Mesera had a nine-month timeline and that the antitrust review ended early on October 31.

Pfizer argues that Novo Nordisk’s bid is not a true takeover attempt, but rather a strategic move to block Metsera’s advances in developing drugs and preserve market share for Wegovy and Ozempic.

In the suit, Novo is accused of giving Metsera shareholders $6.5 billion upfront ahead of regulatory review and tying the company into restrictive covenants that delayed or impeded clinical progress.

“Something is clearly rotten in Denmark,” Pfizer wrote in its complaint. This is an explicit reference to Shakespeare’s Hamlet and highlights the company’s view of Novo’s motivations following the recent board purge by its controlling shareholder.

Mesera shares closed 3.7% lower at $60.73 on Monday. Pfizer’s stock price closed flat, and Novo’s stock price fell less than 1%.

(Reporting by Sabrina Valle in New York, Mrinalika Roy in Bengaluru, Tom Hals in Wilmington, Delaware, Maggie Fick in London and Jacob Gronholt-Pedersen in Copenhagen; Editing by Caroline Humer, Bill Berkrot and Matthew Lewis)