Pfizer accuses Novo Nordisk of anticompetitive plot to stall Metsera deal in lawsuit

By Sabrina Valle, Mrinalika Roy and Tom Hals

(Reuters) -Pfizer filed a second lawsuit on Monday accusing Danish drugmaker Novo Nordisk of structuring its $9 billion bid for biotech Metsera to stall, not shut, the deal, a tactic it stated is designed to suppress competitors in weight problems medicine.

Novo and Metsera on Monday rejected Pfizer’s claims, in a dramatic escalation within the authorized and bidding combat for management of the biotech startup, which is creating next-generation weight problems medicine. A decide will analyze the complaints on Tuesday.

Pfizer agreed to pay as much as $7.3 billion for Metsera in September, after a personal bidding warfare with Novo for the biotech agency that lasted months. Metsera stated Novo already had an enormous chunk of the market, may face antitrust scrutiny, and rejected Novo’s provide six occasions.

However final week, after Novo’s prime investor overhauled the board, the Danish firm launched an unsolicited rival bid – its seventh since January.

In a shocking transfer, Metsera stated Novo’s provide was superior and gave Pfizer till Tuesday to submit a better bid.

That prompted Pfizer to sue Metsera’s board and Novo in Delaware’s Courtroom of Chancery on Friday after which it hit Novo with an antitrust lawsuit in Delaware federal courtroom on Monday.

The state courtroom case was assigned to Vice Chancellor Morgan Zurn, who scheduled a listening to for Tuesday morning.

Metsera accused Pfizer of gaming the schedule by not suing sooner, when it knew of Novo’s bid on October 25, and of attempting to drive down its takeover value. The corporate in a press release described Pfizer’s allegations as “nonsense,” including that it’ll reply to the claims in courtroom.

Novo on Monday stated it carefully adhered to the entire restrictions below the Pfizer merger settlement.

“We’re assured that the information and the legislation are on our facet,” Novo stated in a press release. “Pfizer’s suggestion that Novo Nordisk would impair or doubtlessly cease an rising US competitor is absurd and never primarily based on information, widespread sense, or market realities.”

Metsera is creating a brand new weight problems drug that might take pleasure in month-to-month injections versus weekly injections required for wildly common Wegovy from Novo and Eli Lilly’s Zepbound and Mounjaro.

Pfizer is betting on Metsera to assist it enter an weight problems market some analysts forecast may quickly attain $150 billion yearly.

Metsera is engaged on experimental therapies analysts say may generate $5 billion in gross sales.

PFIZER SAYS NOVO AIMS TO DELAY COMPETITION

Pfizer’s second grievance, filed in U.S. District Courtroom in Delaware on Monday, alleges Novo Nordisk is utilizing a 30-month “outdoors date” — the interval earlier than both occasion can terminate the merger — to delay Metsera’s entry into the marketplace for weight problems medicine that concentrate on the GLP-1 protein, at the moment dominated by Novo and Lilly.

Pfizer stated its personal take care of Metsera had a nine-month timeline and acquired early termination of antitrust evaluation on October 31.

Pfizer claims Novo Nordisk’s bid isn’t a real acquisition try however a strategic maneuver to dam Metsera from advancing its medicine in improvement and protect Wegovy and Ozempic’s market share.

Within the go well with, Novo is accused of providing Metsera shareholders $6.5 billion upfront — earlier than regulatory evaluation — and tying the corporate to restrictive covenants that delay or stop scientific progress.

“One thing is clearly rotten within the state of Denmark,” Pfizer wrote in its grievance — a pointed reference to Shakespeare’s Hamlet that underscores the corporate’s view of Novo’s motives following a latest board purge by its controlling shareholder.

Metsera shares fell 3.7% on Monday to shut at $60.73. Pfizer shares ended flat, whereas Novo shares fell lower 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; Modifying by Caroline Humer, Invoice Berkrot and Matthew Lewis)