Pfizer Inc. filed a second lawsuit in a Delaware federal court on November 3 2025 against Metsera Inc., its controlling shareholders, and Novo Nordisk A/S, alleging anticompetitive conduct tied to Novo Nordisk’s bid to acquire Metsera.
The filing follows an initial lawsuit filed by Pfizer on October 31 2025, in which the company sought to enforce its merger agreement with Metsera and block Novo Nordisk’s counter‑offer. The second suit expands the claim to include violations of Section 7 of the Clayton Act and Sections 1 and 2 of the Sherman Act, arguing that Novo Nordisk’s bid structure is designed to evade antitrust review and eliminate a competitor in the GLP‑1 market.
Pfizer’s original acquisition proposal for Metsera was announced in September 2025 for $4.9 billion upfront plus up to $2.4 billion in milestone payments, totaling $7.3 billion. Novo Nordisk countered with an offer valuing Metsera at $6.5 billion upfront and up to $2.5 billion in milestones, for a potential $9 billion. Metsera’s board deemed Novo Nordisk’s proposal a “superior company proposal” and rejected it, prompting Pfizer’s legal action.
The lawsuit claims that Novo Nordisk’s offer includes a unique structure—non‑voting preferred stock and a special dividend—that Pfizer argues is intended to sidestep antitrust scrutiny. Pfizer seeks injunctive relief and damages to enforce its merger agreement and protect its contractual rights with Metsera.
Strategically, the dispute centers on the rapidly expanding obesity drug market, projected to reach $150 billion by 2030. Pfizer has faced setbacks in its own obesity pipeline, notably the discontinuation of its oral GLP‑1 candidate danuglipron, and views the acquisition of Metsera’s pipeline—featuring injectable and oral GLP‑1 and amylin analog candidates—as essential to re‑entering the market. Novo Nordisk, which dominates the GLP‑1 space with Ozempic and Wegovy, seeks to consolidate its position by adding Metsera’s assets. The legal battle underscores the competitive stakes and regulatory scrutiny surrounding large pharmaceutical mergers.
Pfizer has already received early termination of the waiting period from the Federal Trade Commission for its proposed acquisition of Metsera, indicating a smoother regulatory path for its deal. The lawsuit’s outcome could influence the timing and feasibility of the acquisition and affect investor expectations for Pfizer’s future growth in the obesity drug sector.
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