Pfizer Inc. filed a second lawsuit in the U.S. District Court for the District of Delaware against Novo Nordisk A/S and Metsera’s controlling shareholder on 2025‑11‑03, following a first lawsuit filed on 2025‑11‑01.
The new lawsuit accuses Novo Nordisk of engaging in anticompetitive conduct related to its $9 billion bid for Metsera, which includes $6.5 billion in cash and $2.5 billion in contingent value rights. Pfizer alleges that Novo Nordisk’s bid structure is designed to evade antitrust review and that the company is attempting to suppress competition in the obesity‑drug market.
Pfizer also claims breach of contract, breach of fiduciary duty, and tortious interference with its merger agreement with Metsera. The company seeks a temporary restraining order to prevent Metsera from terminating the agreement while the legal dispute proceeds.
Metsera’s board had previously rejected a similar proposal from Novo Nordisk due to regulatory risks associated with the preferred‑stock and special‑dividend structure. In contrast, Pfizer’s deal has already received early clearance from the Federal Trade Commission under the Hart‑Scott‑Rodino Antitrust Improvements Act.
The dispute comes amid a rapidly expanding obesity‑drug market projected to exceed $100 billion by 2030. Novo Nordisk’s acquisition would strengthen its position against competitors such as Eli Lilly, while Pfizer views the deal as a critical step to re‑enter the market after setbacks with its own internal programs.
Management from both companies has issued statements outlining their positions. Novo Nordisk’s CEO emphasized the strategic fit of Metsera’s pipeline, while Pfizer’s legal team highlighted the antitrust concerns and the importance of protecting its contractual rights.
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