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NEW YORK - Pfizer Inc. filed a lawsuit against Metsera Inc., its Board of Directors, and Novo Nordisk S.A. in the Delaware Court of Chancery, the company announced Friday. The pharmaceutical giant, currently trading at $24.65 and considered undervalued according to InvestingPro analysis, is making this legal move from a position of financial strength with an overall health score rated as "GREAT."
The lawsuit alleges breach of contract, breach of fiduciary duty, and tortious interference related to Metsera’s merger agreement with Pfizer. According to the filing, Pfizer claims Novo Nordisk’s competing offer cannot qualify as a Superior Company Proposal under the merger terms due to significant regulatory risks.
Pfizer noted that the U.S. Federal Trade Commission has already granted early termination of the waiting period under the Hart-Scott-Rodino Act for Pfizer’s acquisition of Metsera, with all regulatory approvals obtained. The company stated it is ready to complete the transaction following Metsera’s stockholder meeting scheduled for November 13.
The lawsuit characterizes Novo Nordisk’s proposed transaction as "an illegal attempt by a company with a dominant market position to suppress competition" using "an unprecedented structure designed to deliberately evade antitrust review." Pfizer also alleges that the special dividend contemplated in Novo Nordisk’s proposal violates Delaware law.
Pfizer has filed a motion requesting a temporary restraining order to prevent Metsera from terminating the merger agreement. The company is seeking injunctive relief and damages to address what it describes as harm caused by Metsera’s and Novo Nordisk’s conduct.
"We are confident in the merits of our case and look forward to presenting it to the Court," Pfizer stated in the press release.
The lawsuit comes amid competing acquisition offers for Metsera, with Pfizer attempting to enforce what it considers its contractual rights under the existing merger agreement.
In other recent news, Pfizer Inc. announced that the U.S. Federal Trade Commission has granted early termination of the waiting period for its pending acquisition of Metsera. This regulatory clearance removes a significant hurdle for the transaction, originally set to expire in early November. In other developments, Pfizer revealed that its Phase 3 HER2CLIMB-05 trial for TUKYSA met its primary endpoint, showing promise in the first-line treatment of HER2-positive metastatic breast cancer. The trial demonstrated a statistically significant improvement in progression-free survival for patients receiving the TUKYSA combination.
Meanwhile, Bernstein SocGen Group reiterated its Market Perform rating on Pfizer amid competition in the obesity drug market, maintaining a price target of $30.00. BMO Capital also reiterated an Outperform rating with the same price target, following Pfizer’s acquisition announcement with Metsera. This move was described by BMO Capital as a "thoughtful re-entry into the obesity metabolic space." Additionally, there are reports that President Trump plans to launch a new investigation into drug prices, focusing on ensuring foreign countries pay as much as Americans for their medicines. The investigation would be conducted under Section 301 of the Trade Act of 1974.
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