October 31, 2025 — Leads & Copy —
Pfizer Inc. has initiated legal action against Metsera, Inc., its Board of Directors, and Novo Nordisk, S.A., filing a lawsuit in the Delaware Court of Chancery. The suit alleges breach of contract, breach of fiduciary duty, and tortious interference related to Metsera’s obligations under its merger agreement with Pfizer.
Pfizer contends that Novo Nordisk’s offer fails to meet the criteria of a “Superior Company Proposal” due to significant regulatory risks. The U.S. Federal Trade Commission has already granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for Pfizer’s acquisition of Metsera. Pfizer claims all regulatory approvals are in place and the company is ready to finalize the transaction following Metsera’s stockholder meeting on November 13.
According to the lawsuit, Novo Nordisk’s transaction is an illegal attempt to suppress competition, utilizing an unprecedented structure to evade antitrust review. Pfizer also alleges that the proposed special dividend by Novo Nordisk violates Delaware law and that Metsera’s Directors breached their fiduciary duties by securing a self-interested indemnification provision from Novo Nordisk.
Pfizer has requested a temporary restraining order to prevent Metsera from terminating the merger agreement.
Pfizer seeks remedies, including injunctive relief and damages, to address the harm caused by Metsera and Novo Nordisk’s actions and to enforce the merger agreement.
Contact: Media Relations
Pfizer Media Relations
(212) 733-1226
PfizerMedia@pfizer.com
