Pfizer Launches Double-Barreled Legal Offensive to Block Novo Nordisk’s $9 Billion Obesity Drug Deal
Pfizer Launches Double-Barreled Legal Offensive to Block Novo Nordisk’s $9 Billion Obesity Drug Deal
The battle for control of the booming obesity drug market just turned into a courtroom showdown. On Monday, Pfizer Inc. ramped up its defense of a shaky merger deal by filing a fresh federal antitrust lawsuit against Novo Nordisk and biotech firm Metsera. The move marks Pfizer’s second lawsuit in under a week—a clear sign the company’s done playing nice.
Pfizer accuses Novo of trying to snuff out competition before it starts. The drugmaker claims Novo’s unsolicited $9 billion offer to buy Metsera isn’t just a higher bid—it’s a “capture and kill” strategy meant to wipe out a potential U.S. rival before Pfizer can bring it to market. The complaint, filed in Delaware’s federal court, leans on the Sherman and Clayton Acts and even ropes in Metsera’s venture backers like ARCH Venture Partners. Pfizer’s goal: stop the deal in its tracks with an injunction before it ever reaches the finish line.
A Regulatory Move That Changed the Game
This fight isn’t your run-of-the-mill merger spat. Novo’s bid uses a creative—and controversial—structure that Pfizer says skirts antitrust scrutiny. Novo offered $56.50 per share in cash, plus non-voting preferred shares and a special dividend setup. Pfizer’s lawyers argue the plan is “unprecedented,” a clever workaround designed to dodge regulatory oversight while funneling value to shareholders before authorities can intervene.
Pfizer, by contrast, already cleared its own antitrust waiting period and insists its $7.3 billion deal—$47.50 in cash plus potential value rights worth up to $22.50—can close as soon as Metsera’s shareholders give the green light on November 13. Novo’s move forced Metsera’s board to label the Danish company’s bid a “Superior Proposal,” despite Pfizer’s protests that such a label is premature given the regulatory risks.
That board decision triggered Pfizer’s first lawsuit, filed October 31 in Delaware’s Chancery Court, alleging breach of contract and fiduciary duty. Monday’s antitrust filing simply raises the stakes.
Why Delaware Holds the Real Power
While the antitrust headlines grab attention, the real fight sits in Delaware’s Court of Chancery. That’s where the judges will decide if Metsera can walk away from Pfizer’s deal and chase Novo’s richer offer.
Pfizer’s case hangs on one key phrase: a “superior offer” must be “reasonably likely to be consummated.” In plain English, that means it has to be realistic. Pfizer argues Novo’s bid isn’t—its structure relies on non-voting shares and uncertain regulatory outcomes. If the court agrees, Metsera’s board could be found in breach for trying to switch sides.
The federal antitrust claim, then, acts as supporting evidence. Even if Pfizer can’t win an immediate injunction to block Novo’s deal, just proving the case has merit helps its argument in Delaware. Pfizer only needs to show that Novo’s offer carries real regulatory risk—enough to make it unreasonable under the contract.
Investors Bet on a Three-Way Chess Match
There are three ways this could play out:
- Pfizer locks it down. The Delaware court sides with Pfizer, freezes Metsera’s move to Novo, and the deal closes at $47.50 plus contingent rights. That would mean a dip in Metsera’s share price into the low $50s.
- Novo adjusts and prevails. The court slows things down, Novo retools its offer to satisfy antitrust concerns, and the stock climbs into the $70s once the dust settles.
- A compromise emerges. Novo might pay a breakup fee to secure collaboration rights while Pfizer nudges its bid higher to keep everyone happy.
The smart money leans toward the second or third outcome. Pfizer can’t afford to be sidelined in the next generation of obesity treatments after its own oral drug, danuglipron, stumbled. It’s ready to fight—and maybe even sweeten its offer—to stay in the game.
Novo, meanwhile, seems equally determined. Its new leadership has shown a taste for “messy growth,” signaling they’re willing to battle through legal challenges and make regulatory concessions if needed.
Pfizer’s bold move to name Metsera’s venture capital backers as co-conspirators adds pressure. Those investors now face a prolonged legal brawl that could jeopardize both deals if they misstep.
The next big moment comes when the Delaware court rules on Pfizer’s request for an expedited hearing. If Pfizer can stall Metsera’s termination rights even briefly, the balance of power shifts again. In that case, the stock’s current $63 price could tighten toward whichever offer looks most likely to survive the legal crossfire.
For now, investors aren’t betting on a smooth deal—they’re betting on the clock, the courts, and a legal chess match that could reshape the $100 billion obesity drug industry.
NOT INVESTMENT ADVICE