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Pfizer Sues to Block Novo Nordisk’s Higher Metsera Bid as Board Backs Revised Offer

Court rulings plus regulatory review will determine whether the rival proposal can close.

Overview

  • Pfizer filed a second lawsuit alleging Novo Nordisk’s pursuit of Metsera violates antitrust law by attempting to capture and eliminate a nascent U.S. competitor.
  • Novo Nordisk said its proposal raises no antitrust concerns, asserted compliance with the PfizerMetsera merger restrictions, and pledged a vigorous defense.
  • Metsera’s board labeled Novo Nordisk’s updated proposal superior after the bidder raised terms to $62.20 per share in cash (about $7.2 billion equity value) plus CVRs worth up to $24 per share (about $2.8 billion).
  • Novo Nordisk’s structure includes cash paid at signing in exchange for non‑voting preferred shares representing 50% of Metsera’s capital, with contingent payments tied to clinical and regulatory milestones.
  • Pfizer previously agreed to acquire Metsera in a deal valued up to $7.3 billion, while reports on Novo Nordisk’s competing offers range from roughly $8.5 billion to about $10 billion depending on CVR outcomes.